EXHIBIT 4.2







                                Dated 26 May 2004
                                -----------------



                                NORTHERN ROCK PLC
                   as Seller, Cash Manager, and a Beneficiary



                         GRANITE FINANCE FUNDING LIMITED
                          as Funding and a Beneficiary



                        GRANITE FINANCE TRUSTEES LIMITED
                              as Mortgages Trustee



                                     - and -



                              THE BANK OF NEW YORK
                               as Security Trustee








           ---------------------------------------------------------

                              MORTGAGES TRUST DEED
                             NINTH DEED OF AMENDMENT

           ---------------------------------------------------------








                           SIDLEY AUSTIN BROWN & WOOD
                                WOOLGATE EXCHANGE
                              25 BASINGHALL STREET
                                 LONDON EC2V 5HA
                             TELEPHONE 020 7360 3600
                             FACSIMILE 020 7626 7937


<PAGE>


THIS DEED is made on 26 May 2004

BETWEEN:

(1)  NORTHERN ROCK PLC (registered number 03273685), a public limited company
     incorporated under the laws of England and Wales whose registered office is
     at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL, in its
     capacity as Seller, and in its capacity as Cash Manager and in its capacity
     as a Beneficiary;

(2)  GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
     limited company incorporated under the laws of Jersey, but acting out of
     its office established in England (registered overseas company number
     FC022999 and branch number BR005916) at 69 Park Lane, Croydon CR9 1TQ in
     its capacity as a Beneficiary;

(3)  GRANITE FINANCE TRUSTEES LIMITED (registered number 79309), a private
     limited company incorporated under the laws of Jersey whose registered
     office is at 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel
     Islands in its capacity as the Mortgages Trustee; and

(4)  THE BANK OF NEW YORK, a New York banking corporation whose London branch
     address is at One Canada Square, 48th Floor, London E14 5AL United Kingdom,
     in its capacity as Security Trustee.

WHEREAS:

(A)  On 26 March 2001 (the "Initial Closing Date"), the Mortgages Trustee
     declared the following trusts in respect of the Trust Property (being on
     the Initial Closing Date, the sum of (GBP)100 which monies have been
     received by, are presently beneficially owned by and are held by the
     Mortgages Trustee or to its order).

(B)  On the Initial Closing Date, the Mortgages Trustee (acting as principal and
     not as agent of any party) agreed, in accordance with the Mortgages Trust
     Deed dated 26 March 2001 among the parties hereto (the "Mortgages Trust
     Deed") to hold the Trust Property as bare trustee for Funding and the
     Seller (each a Beneficiary and together, the "Beneficiaries") upon, with
     and subject to the trusts, powers and provisions of the Mortgages Trust
     Deed. The Mortgages Trustee receives amounts arising from the Trust
     Property and distributes such amounts for the benefit of the Beneficiaries
     of the Mortgages Trust. It delegates certain tasks in relation to the
     Mortgages Trust to the Administrator and the Cash Manager.

(C)  The Seller carries on the business of, inter alia, originating residential
     first mortgage loans to individual Borrowers in England, Wales and Scotland
     and of managing and administering such mortgage loans. The Seller has sold
     and assigned and intends to sell and assign from time to time portfolios of
     such mortgage loans to the Mortgages Trustee pursuant to the Mortgage Sale
     Agreement entered into on the Initial Closing Date, which mortgage loans
     shall be held by the Mortgages Trustee as bare trustee for the
     Beneficiaries upon, with and subject to the trusts, powers and provisions
     of the Mortgages Trust Deed.


<PAGE>

(D)  The parties have agreed to amend and restate the Mortgages Trust Deed (the
     "First Amended and Restated Mortgages Trust Deed") pursuant to the
     provisions set out in a deed of amendment and restatement dated 23 July
     2001 (the "First Deed of Amendment and Restatement").

(E)  The parties have agreed to amend and restate the First Amended and Restated
     Mortgages Trust Deed (the "Second Amended and Restated Mortgages Trust
     Deed") pursuant to the provisions set out in a deed of amendment and
     restatement dated 28 September 2001 (the "Second Deed of Amendment and
     Restatement").

(F)  The parties have agreed to amend and restate the Second Amended and
     Restated Mortgages Trust Deed (the "Third Amended and Restated Mortgages
     Trust Deed") pursuant to the provisions set out in a deed of amendment and
     restatement dated 20 March 2002 (the "Third Deed of Amendment and
     Restatement").

(G)  The parties have agreed to amend and restate the Third Amended Mortgages
     Trust Deed (the "Fourth Amended Mortgages Trust Deed") pursuant to the
     provisions set out in a deed of amendment and restatement dated 23
     September 2002 (the "Fourth Deed of Amendment and Restatement").

(H)  The parties have agreed to amend and restate the Fourth Amended Mortgages
     Trust Deed (the "Fifth Amended Mortgages Trust Deed") pursuant to the
     provisions set out in a deed of amendment and restatement dated 27 January
     2003 (the "Fifth Deed of Amendment and Restatement").

(I)  The parties have agreed to amend and restate the Fifth Amended Mortgages
     Trust Deed (the "Sixth Amended Mortgages Trust Deed") pursuant to the
     provisions set out in a deed of amendment and restatement dated 21 May 2003
     (the "Sixth Deed of Amendment and Restatement").

(J)  The parties have agreed to amend and restate the Sixth Amended Mortgages
     Trust Deed (the "Seventh Amended Mortgages Trust Deed") pursuant to the
     provisions set out in a deed of amendment and restatement dated 24
     September 2003 (the "Seventh Deed of Amendment and Restatement").

(K)  The parties have agreed to amend and restate the Seventh Amended Mortgages
     Trust Deed (the "Eighth Amended Mortgages Trust Deed") pursuant to the
     provisions set out in a deed of amendment and restatement dated 26 January
     2004 (the "Eighth Deed of Amendment and Restatement").

(L)  The parties now wish to amend and restate the Eighth Amended and Restated
     Mortgages Trust Deed.

(M)  With effect from the date hereof, the provisions of the Mortgages Trust
     Deed, the First Amended and Restated Mortgages Trust Deed, the Second
     Amended and Restated Mortgages Trust Deed, the Third Amended and Restated
     Mortgages Trust Deed, the Fourth Amended and Restated Mortgages Trust Deed,
     the Fifth Amended and Restated Mortgages Trust Deed, the Sixth Amended and
     Restated Mortgages Trust Deed, the Seventh Amended and Restated


                                       2
<PAGE>

     Mortgages Trust Deed, the Eighth Amended and Restated Mortgages Trust Deed
     and this Deed shall be read and construed as one document.


NOW IT IS HEREBY AGREED as follows:

1.   INTERPRETATION

1.1  The provisions of the Master Definitions Schedule as amended and restated
     by (and appearing in Appendix 1 to) the Master Definitions Schedule Eighth
     Amendment Deed made on 26 May 2004 between, among others, the parties
     hereto (as the same have been and may be amended, varied or supplemented
     from time to time with the consent of the parties hereto) are expressly and
     specifically incorporated into and shall apply to this Deed.

1.2  The Mortgages Trust Deed as amended and restated pursuant to the First Deed
     of Amendment and Restatement, the Second Deed of Amendment and Restatement,
     the Third Deed of Amendment and Restatement, the Fourth Deed of Amendment
     and Restatement, the Fifth Deed of Amendment and Restatement, the Sixth
     Deed of Amendment and Restatement, the Seventh Deed of Amendment and
     Restatement, the Eighth Deed of Amendment and Restatement and pursuant
     hereto shall be referred to herein as the "Amended and Restated Mortgages
     Trust Deed".

1.3  As used in the Amended and Restated Mortgages Trust Deed the terms
     "Mortgages Trust Deed", "this Mortgages Trust Deed", "Trust Deed", "this
     Trust Deed", "Deed", "this Deed", "herein", "hereinafter", "hereof",
     "hereto" and other words of similar import shall mean or refer to the
     Amended and Restated Mortgages Trust Deed, unless the context otherwise
     specifically requires.

2.   AMENDMENTS TO THE EIGHTH AMENDED AND RESTATED MORTGAGES TRUST DEED

     Upon execution of this Deed by the parties hereto, the Eighth Amended and
     Restated Mortgages Trust Deed shall be and hereby is amended and restated
     in the form of Appendix I hereto.

3.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     No person shall have any right to enforce any provision of this Deed or any
     provision of the Amended and Restated Mortgages Trust Deed under the
     Contract (Rights of Third Parties) Act 1999 but this shall not affect any
     right or remedy of a third party which exists apart from that Act.

4.   Security Trustee

     The Security Trustee, for the purposes of Clause 15.2 (Negative Covenants)
     of the Funding Deed of Charge, hereby consents to the amendments to the
     Eighth Amended and Restated Mortgages Trust Deed and is party to this Deed
     solely for the purposes of providing such consent.


                                       3
<PAGE>

5.   COUNTERPARTS

     This Deed may be executed in any number of counterparts, and has the same
     effect as if the signatures and/or seals on the counterparts were on a
     single copy of this Deed.

6.   GOVERNING LAW

6.1  This Deed is governed by, and shall be construed in accordance with,
     English law.

6.2  Each of the parties hereto irrevocably agrees that the courts of England
     shall have jurisdiction to hear and determine any suit, action or
     proceeding, and to settle any disputes, which may arise out of or in
     connection with this Deed and, for such purposes, irrevocably submits to
     the jurisdiction of such courts.



                                       4
<PAGE>



                                 EXECUTION PAGE

IN WITNESS WHEREOF this Deed has been executed as a deed and delivered by the
parties hereto on the day and year first above written.


<TABLE>
<CAPTION>
<S>                                                           <C>
Executed by
NORTHERN ROCK PLC
as its deed as follows:
Signed for and on its behalf by one of its duly
authorised attorneys/signatories                                By
                                                                  ----------------------------------------------
                                                                  Duly Authorised Attorney/Signatory
                                                              Name
                                                                  ----------------------------------------------
Signature
           ----------------------------------------------
           Witness
Full name
           ----------------------------------------------
Occupation
           ----------------------------------------------
Address
           ----------------------------------------------

           ----------------------------------------------

           ----------------------------------------------




Executed by                                                     By
GRANITE FINANCE FUNDING LIMITED                                     ----------------------------------------------
as its deed as follows:                                             Director
Signed for and on its behalf by one of its directors            Name
and by another of its directors/its secretary                       ----------------------------------------------

                                                                  By
                                                                    ----------------------------------------------
                                                                    Director/Secretary
                                                                Name
                                                                    ----------------------------------------------




Executed by                                                     By
GRANITE FINANCE TRUSTEES LIMITED                                    ----------------------------------------------
as its deed as follows:                                             Director
Signed for and on its behalf by one of its directors            Name
and by another of its directors/its secretary                       ----------------------------------------------
                                                                  By
                                                                    ----------------------------------------------
                                                                    Director/Secretary
                                                                Name
                                                                    ----------------------------------------------



                                       5
<PAGE>

<CAPTION>
<S>                                                             <C>
Executed by
THE BANK OF NEW YORK                                              By
as its deed as follows:                                             ----------------------------------------------
Signed for and on its behalf by one of its duly                     Duly Authorised Attorney/Signatory
authorised attorneys/signatories                                Name
                                                                    ----------------------------------------------
</TABLE>



                                       6
<PAGE>



                                   Appendix I
                    Amended and Restated Mortgages Trust Deed

<PAGE>






                                Dated 26 May 2004
                                -----------------



                                NORTHERN ROCK PLC
                    as Seller, Cash Manager and a Beneficiary



                         GRANITE FINANCE FUNDING LIMITED
                          as Funding and a Beneficiary



                                     - and -

                        GRANITE FINANCE TRUSTEES LIMITED
                              as Mortgages Trustee



        ----------------------------------------------------------------

                                  NINTH AMENDED
                              MORTGAGES TRUST DEED

        ----------------------------------------------------------------







                           SIDLEY AUSTIN BROWN & WOOD
                                WOOLGATE EXCHANGE
                              25 BASINGHALL STREET
                                 LONDON EC2V 5HA
                             TELEPHONE 020 7360 3600
                             FACSIMILE 020 7626 7937
                             REF:30507-30020/655932




<PAGE>


                                    CONTENTS

Clause                                                                  Page No.

1.   Definitions and Construction..............................................2

2.   Creation of Mortgages Trust...............................................2

3.   Conditions Precedent......................................................3

4.   Consideration.............................................................5

5.   Increasing and Decreasing the Seller Share of the Trust Property..........8

6.   Increasing the Funding Share of the Trust Property........................9

7.   Initial Funding Share and Initial Seller Share...........................11

8.   Adjustment of Funding Share Percentage and Seller Share Percentage.......11

9.   Minimum Seller Share.....................................................24

10.  Distribution of Revenue Receipts.........................................26

11.  Distribution of Principal Receipts.......................................29

12.  Allocation of Losses.....................................................33

13.  Overpayments.............................................................34

14.  Arrears..................................................................35

15.  Ledgers..................................................................35

16.  Fees and Expenses of the Mortgages Trustee...............................36

17.  Directions from Beneficiaries............................................36

18.  Early Termination of the Mortgages Trust.................................38

19.  Audit of Mortgage Loans constituting the Trust Property..................38

20.  Transfers................................................................38

21.  Representations and Covenants............................................39

22.  Power to Delegate........................................................40

23.  Powers of Investment.....................................................40

24.  Other Provisions regarding the Mortgages Trustee.........................41

25.  No retirement of Mortgages Trustee.......................................42


                                       i
<PAGE>

26.  Termination..............................................................43

27.  Further Assurances.......................................................43

28.  No Partnership or Agency.................................................43

29.  Calculations.............................................................43

30.  Confidentiality..........................................................43

31.  Perpetuity Period........................................................44

32.  Non Petition Covenant; Limited Recourse..................................44

33.  Amendments and Waiver....................................................46

34.  Notices..................................................................46

35.  Third Party Rights.......................................................47

36.  Execution in Counterparts; Severability..................................47

37.  Governing Law and Submission to Jurisdiction.............................48

SCHEDULE 1 REPRESENTATIONS AND WARRANTIES.....................................49



                                       ii

<PAGE>


THIS NINTH AMENDED MORTGAGES TRUST DEED DATED 26 MAY 2004 FURTHER AMENDS AND
RESTATES THE MORTGAGES TRUST DEED DATED 26 MARCH 2001 BETWEEN:

(1)  NORTHERN ROCK PLC (registered number 03273685), a public limited company
     incorporated under the laws of England and Wales whose registered office is
     at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL, in its
     capacity as Seller, and in its capacity as Cash Manager and in its capacity
     as a Beneficiary;

(2)  GRANITE FINANCE FUNDING LIMITED (registered number 79308) a private limited
     company incorporated under the laws of Jersey, but acting out of its office
     established in England (registered overseas company number FC022999 and
     branch number BR005916) at 69 Park Lane, Croydon, CR9 1TQ in its capacity
     as a Beneficiary; and

(3)  GRANITE FINANCE TRUSTEES LIMITED (registered number 79309) a private
     limited company incorporated under the laws of Jersey whose registered
     office is at 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel
     Islands in its capacity as Mortgages Trustee.

WHEREAS:

(A)  The Mortgages Trustee wishes to declare the following trusts in respect of
     the Trust Property (being on the date of this Deed, the sum of (GBP)100
     which monies have been received by, are presently held by the Mortgages
     Trustee or to its order).

(B)  The Mortgages Trustee (acting as principal and not as agent of any party)
     has agreed to hold the Trust Property as bare trustee for the Beneficiaries
     upon, with and subject to the trusts, powers and provisions of this Deed.
     The Mortgages Trustee will receive amounts arising from the Trust Property
     and will distribute such amounts for the benefit of the Beneficiaries of
     the Mortgages Trust. It will delegate certain tasks in relation to the
     Mortgages Trust to the Administrator and the Cash Manager.

(C)  The Seller carries on the business of, inter alia, originating residential
     mortgage loans to individual Borrowers in England and Wales and Scotland
     and of managing and administering such mortgage loans. The Seller intends
     to sell and assign from time to time portfolios of such mortgage loans to
     the Mortgages Trustee pursuant to the Mortgage Sale Agreement entered into
     on or about 26 March 2001, which mortgage loans shall be held by the
     Mortgages Trustee as bare trustee for the Beneficiaries upon, with and
     subject to the trusts, powers and provisions of this Deed.



<PAGE>

NOW THIS DEED WITNESSES:

1.   Definitions and Construction

1.1. The provisions of the Master Definitions Schedule as amended and restated
     by (and appearing in Appendix 1 to) the Master Definitions Schedule Eighth
     Amendment and Restatement Deed made on 26 May 2004 between, amongst others,
     the Seller, Funding and the Mortgages Trustee (as the same have been and
     may be amended, varied or supplemented from time to time with the consent
     of the parties hereto) are expressly and specifically incorporated into and
     shall apply to this Deed.

2.   Creation of Mortgages Trust

2.1  Initial Trust Property: The Mortgages Trustee hereby declares itself as
     trustee of the Trust Property, being, upon execution of this Deed, the sum
     of (GBP)100 (one hundred pounds) (the "Initial Trust Property") which sum
     shall be held on trust by the Mortgages Trustee absolutely as to both
     capital and income for the benefit, as tenants in common (holding undivided
     beneficial interests), of the Seller as to the Initial Seller Share
     Percentage and Funding as to the Initial Funding Share Percentage. The
     Initial Trust Property shall be held by the Mortgages Trustee on the
     Mortgages Trust upon due execution of this Deed by all parties to it.

2.2  Closing Trust Property: Pursuant to the provisions of the Mortgage Sale
     Agreement, the Seller intends to sell and assign the Initial Mortgage
     Portfolio to the Mortgages Trustee on the Initial Closing Date, which
     Initial Mortgage Portfolio including all related rights and benefits shall
     form part of the Trust Property (the "Closing Trust Property").

2.3  New Trust Property: From time to time and pursuant to the Mortgage Sale
     Agreement, the Seller intends to sell and assign New Mortgage Portfolios to
     the Mortgages Trustee, which New Mortgage Portfolios including all related
     rights and benefits shall form part of the Trust Property (the "New Trust
     Property").

2.4  Other Trust Property:

     (a)  In accordance with this Deed, from time to time Funding and the Seller
          shall, subject to and in accordance with Clause 4 (Consideration),
          Clause 5 (Increasing the Seller Share of the Trust Property) and/or
          Clause 6 (Increasing the Funding Share of the Trust Property) provide
          consideration to the Mortgages Trustee in the form of Contributions to
          be applied by the Mortgages Trustee as set out in this Deed. Any


                                       2
<PAGE>

          Contribution so provided to the Mortgages Trustee shall, on receipt by
          the Mortgages Trustee and until it has been applied by the Mortgages
          Trustee in accordance with the terms of this Deed, form part of the
          Trust Property.

     (b)  Any Re-draws made under a Flexible Mortgage Loan which is included in
          the Trust Property will form part of the Trust Property.

     (c)  Amounts on deposit (and interest earned on such amounts) from time to
          time in the Mortgages Trustee Bank Accounts will form part of the
          Trust Property.

     (d)  (If the Seller subsequently decides to retain any Mortgage Loan which
          is the subject of a Further Advance within the Trust Property and/or
          to sell and assign the Further Advance to the Mortgages Trustee in
          accordance with the Mortgage Sale Agreement) any Further Advance made
          in respect of a Mortgage Loan in the Trust Property will also form
          part of the Trust Property.

     (e)  Any Permitted Replacement Mortgage Loan and its Related Security
          (including the rights under any related MIG Policy and other insurance
          policies arranged by the Seller, but excluding any Early Repayment
          Charge Receipts paid to the Seller) relating to a Permitted Product
          Switch effected in relation to a Mortgage Loan which forms part of the
          Trust Property will also form part of the Trust Property.

     (f)  The proceeds of sale of any Mortgage Loan and its Related Security
          forming part of the Trust Property pursuant to the Mortgage Sale
          Agreement or other proceeds of sale of any Trust Property will form
          part of the Trust Property.

     (g)  Any Further Draws under a Personal Secured Loan which is included in
          the Trust Property will also form part of the Trust Property.

2.5  Payments of Early Repayment Charges: Subject to and in accordance with the
     Mortgage Sale Agreement, the Mortgages Trustee will agree to pay to the
     Seller any Early Repayment Charge Receipts received by the Mortgage Trustee
     in respect of any Mortgage Loan included in the Initial Mortgage Portfolio
     or any New Mortgage Portfolio which the Seller sells and assigns to the
     Mortgages Trustee. Upon any such payment to the Seller, the benefit of such
     Early Repayment Charges will no longer form part of the Trust Property.

3.   Conditions Precedent

3.1  Trust Property: Subject to this Clause 3 (Conditions Precedent), the
     Mortgages Trustee shall hold the Trust Property as to both capital and
     income on trust absolutely for Funding (as to


                                       3
<PAGE>

     the Funding Share) and for the Seller (as to the Seller Share) as tenants
     in common upon, with and subject to all the trusts, powers and provisions
     of this Deed (such that each Beneficiary shall have an undivided beneficial
     interest in the Trust Property). As used herein, "Trust Property" means the
     Initial Trust Property, the Closing Trust Property, any New Trust Property,
     (but excludes any Early Repayment Charge Receipts which have been paid to
     the Seller and any Mortgage Loans which have been repurchased by the Seller
     pursuant to the Mortgage Sale Agreement) and all other Trust Property
     referred to under Clause 2 (Creation of Mortgages Trust) less (a) any
     actual Losses in relation to Mortgage Loans and any actual redemptions
     occurring in respect of the Mortgage Loans as described in Clause 8.5
     (Adjustments to Trust Property) and (b) distributions of principal made
     from time to time to the Beneficiaries.

3.2  Closing Trust Property: The Closing Trust Property shall be held by the
     Mortgages Trustee on the Mortgages Trust subject to satisfaction of the
     following conditions precedent:

     (a)  the due execution and delivery of the Mortgage Sale Agreement by all
          parties to it;

     (b)  the due execution and delivery of this Deed by all parties to it;

     (c)  the satisfaction or waiver in accordance with the terms of the
          Mortgage Sale Agreement of the conditions to the sale and assignment
          of the Initial Mortgage Portfolio as set out in Clause 2 (Sale and
          Purchase of Initial Mortgage Portfolio) and Clause 3 (Initial Closing
          Date) of the Mortgage Sale Agreement;

     (d)  the payment by Funding to the Mortgages Trustee of Funding's Initial
          Contribution for the Initial Funding Share Percentage in accordance
          with Clause 4 (Consideration); and

     (e)  the payment by the Mortgages Trustee to the Seller of the Initial
          Purchase Price for the sale and assignment to the Mortgages Trustee of
          the Initial Mortgage Portfolio.

3.3  New Trust Property: Any New Trust Property shall be held by the Mortgages
     Trustee on the Mortgages Trust subject to the satisfaction or waiver in
     accordance with the terms of the Mortgage Sale Agreement of the conditions
     referred to in Clause 4 (Sale and Purchase of New Mortgage Loan Portfolios)
     of the Mortgage Sale Agreement for the transfer of New Mortgage Loan
     Portfolios to the Mortgages Trustee.


                                       4
<PAGE>

4.   Consideration

4.1  Consideration provided by Seller: The Seller in its capacity as a
     Beneficiary shall provide consideration to the Mortgages Trustee for the
     Seller Share in the Trust Property:

     (a)  on the Initial Closing Date, by selling and assigning to the Mortgages
          Trustee the Initial Mortgage Portfolio upon payment by the Mortgages
          Trustee to the Seller of the Initial Purchase Price for the Initial
          Mortgage Portfolio in accordance with the terms of the Mortgage Sale
          Agreement;

     (b)  on each date after the Initial Closing Date on which (i) New Mortgage
          Loans are acquired by the Mortgages Trustee from the Seller in
          accordance with the Mortgage Sale Agreement and (ii) the consideration
          provided to the Seller for that sale is or includes the covenant of
          the Mortgages Trustee to hold the Trust Property on trust for Funding
          (as to the Funding Share) and the Seller (as to the Seller Share) in
          accordance with the terms of this Deed, by the sale on such date by
          the Seller of such New Mortgage Loans either for the payment by the
          Mortgages Trustee of the Initial Purchase Price paid on such date or
          (if no Initial Purchase Price is paid) without payment on such date;
          and

     (c)  on each date on which the Seller increases the Seller Share of the
          Trust Property in accordance with Clause 5 (Increasing and Decreasing
          the Seller Share of the Trust Property) below, the Seller will pay the
          consideration to the Mortgages Trustee specified in that Clause.

4.2  Consideration provided by Funding: Funding in its capacity as a Beneficiary
     shall provide consideration to the Mortgages Trustee for the Funding Share
     in the Trust Property:

     (a)  on the Initial Closing Date, by paying to the Mortgages Trustee the
          Initial Contribution in respect of the Closing Trust Property which
          shall be equal to (and from which the Mortgages Trustee shall or shall
          procure that the Cash Manager on its behalf shall pay) the Initial
          Purchase Price in respect of the Initial Mortgage Portfolio payable by
          the Mortgages Trustee to the Seller pursuant to the Mortgage Sale
          Agreement on such date;

     (b)  on each Distribution Date, by paying to the Mortgages Trustee a
          Deferred Contribution equal to the amount (if any) of:


                                       5
<PAGE>

          (i)  Mortgages Trustee Available Revenue Receipts to which Funding is
               entitled on such date in accordance with paragraph (d) of Clause
               10.2 (Distribution of Mortgages Trustee Available Revenue
               Receipts); and

          (ii) the amount of any Early Repayment Charge Receipts payable by the
               Mortgage Trustee to the Seller under the Mortgage Sale Agreement,

          (together the "Relevant Distribution") which shall be equal to (and
          from which the Mortgages Trustee shall or shall procure that the Cash
          Manager on its behalf shall pay) such amount of Deferred Purchase
          Price as is payable by the Mortgages Trustee to the Seller pursuant to
          the Mortgage Sale Agreement on such date. The parties to this Deed
          agree that on any Distribution Date the Relevant Distribution and the
          Deferred Contribution payable by Funding to the Mortgages Trustee
          shall be set off against each other such that as between the Mortgages
          Trustee and Funding no amount shall be payable in respect of such
          Relevant Distribution or such Deferred Contribution on such date and
          the Cash Manager on behalf of the Mortgages Trustee shall pay to the
          Seller (in satisfaction of the Mortgages Trustee's obligation to pay
          Deferred Purchase Price to the Seller under the Mortgage Sale
          Agreement) those funds which, were it not for such set-off, would have
          been payable to Funding as the Relevant Distribution;

     (c)  unless Funding has given notice to each relevant Previous Issuer of
          its intention to use the proceeds of a New Intercompany Loan to repay
          one or more of the Intercompany Loans from the Previous Issuers, and
          subject to Clause 6 (Increasing the Funding Share of the Trust
          Property) below, on each date after the Initial Closing Date on which
          (i) an amount of Initial Purchase Price is payable in respect of New
          Mortgage Loans which are sold and assigned by the Seller to the
          Mortgages Trustee on such date and (ii) Funding receives the net
          proceeds of a New Intercompany Loan from a New Issuer, by paying to
          the Mortgages Trustee an Initial Contribution in respect of such New
          Trust Property which shall be equal to (and from which the Mortgages
          Trustee shall or shall procure that the Cash Manager on its behalf
          shall pay) the Initial Purchase Price in respect of such New Mortgage
          Loans payable by the Mortgages Trustee to the Seller pursuant to the
          Mortgage Sale Agreement on such date;

     (d)  unless Funding has given notice to each relevant Previous Issuer of
          its intention to use the proceeds of a New Intercompany Loan to repay
          one or more of the

                                       6
<PAGE>

          Intercompany Loans from the Previous Issuers subject to Clause 6
          (Increasing the Funding Share of the Trust Property) below, on each
          other date after the Initial Closing Date on which Funding receives
          the net proceeds of a New Intercompany Loan from a New Issuer, by
          paying to the Mortgages Trustee a Further Contribution in respect of
          the Funding Share of the Trust Property which shall be equal to (and
          from which the Mortgages Trustee shall or shall procure that the Cash
          Manager on its behalf shall pay) the Initial Consideration payable to
          the Seller in accordance with Clause 6.3 (Initial Consideration); and

     (e)  following the Final Repayment Date of the latest maturing Intercompany
          Loan made by any Issuer to Funding and provided that there are no
          further claims outstanding under any Intercompany Loan or on such
          earlier date provided that all Intercompany Loans have either been
          repaid in full or there are no further claims outstanding under any
          Intercompany Loan, Funding will make a final payment of Deferred
          Contribution to the Mortgages Trustee (the "Final Deferred
          Contribution") in an amount equal to the aggregate amount standing to
          the credit of the Funding Bank Accounts (including any account
          established for the purposes of the Issuer Reserve Fund and/or the
          Issuer Liquidity Reserve Fund of any Issuer) after making any payments
          ranking in priority thereto, subject to and in accordance with the
          relevant Funding Priority of Payments. The Final Deferred Contribution
          shall be in an amount equal to (and from that Final Deferred
          Contribution the Mortgages Trustee shall or shall procure that the
          Cash Manager shall on its behalf pay) the final amount of Deferred
          Purchase Price payable by the Mortgages Trustee to the Seller pursuant
          to and in accordance with the Mortgage Sale Agreement.

4.3  Application by Mortgages Trustee:

     (a)  If the Mortgages Trustee receives any Initial Contribution, Deferred
          Contribution or the Final Deferred Contribution from Funding, the
          parties hereto direct the Mortgages Trustee to, and the Mortgages
          Trustee covenants that it shall, or shall procure that the Cash
          Manager on its behalf shall, pay such funds to the Seller in
          satisfaction of the Mortgages Trustee's obligation to make payment of
          the Initial Purchase Price or, as the case may be, Deferred Purchase
          Price in respect of the Initial Mortgage Portfolio or any New Mortgage
          Loans which are sold and assigned to the Mortgages Trustee by the
          Seller pursuant to the Mortgage Sale Agreement.


                                       7
<PAGE>

     (b)  If the Mortgages Trustee receives a Further Contribution from any
          Beneficiary, the parties hereto direct the Mortgages Trustee to, and
          the Mortgages Trustee covenants that it shall, or shall procure that
          the Cash Manager on its behalf shall, distribute such funds to a
          Beneficiary or the Beneficiaries as required at the time and in the
          manner and otherwise in accordance with the terms of this Deed.

5.   Increasing and Decreasing the Seller Share of the Trust Property

5.1  Re-draws under Flexible Mortgage Loans:

     (a)  If, in respect of any Flexible Mortgage Loan which is in the Trust
          Property, the relevant Borrower requests a Cash Re-draw and the
          Administrator (on behalf of the Mortgages Trustee) grants such request
          pursuant to and in accordance with the terms of the Administration
          Agreement, the Seller as Beneficiary shall fund that Cash Re-draw in
          the Mortgages Trust by making payment to the Borrower, in accordance
          with the terms and conditions of the relevant Mortgage Loan, of the
          Cash Re-draw Amount. Upon payment by the Seller to the relevant
          Borrower of the Cash Re-draw Amount, the aggregate Current Balance of
          the Mortgage Loans constituting the Trust Property and the amount of
          the Seller Share of the Trust Property shall be increased by an amount
          equal to the Cash Re-draw Amount.

     (b)  If, in respect of any Flexible Mortgage Loan which is in the Trust
          Property, the relevant Borrower requests a Non-Cash Re-draw and the
          Administrator grants such request or the Administrator otherwise
          permits the relevant Borrower to take a Non-Cash Re-draw pursuant to
          and in accordance with the terms of the Administration Agreement, the
          Seller as Beneficiary shall fund such Non-Cash Re-draw in the
          Mortgages Trust by making payment to the Mortgages Trustee of a
          Further Contribution in an amount equal to the Unpaid Interest Amount
          in respect of such Non-Cash Re-draw. Upon payment by the Seller to the
          Mortgages Trustee of such Further Contribution, the aggregate Current
          Balance of the Mortgage Loans constituting the Trust Property and the
          Seller Share of the Trust Property shall be increased by an amount
          equal to the amount of the Further Contribution so made to the
          Mortgages Trustee. The parties agree that any such Further
          Contribution received by the Mortgages Trustee from the Seller will be
          treated as Revenue Receipts and will be distributed to the
          Beneficiaries on the immediately succeeding Distribution Date in
          accordance with Clause 10 (Distribution of Revenue Receipts) below.

5.2  Further Advances: If at a future date the Seller elects not to purchase any
     Mortgage Loan


                                       8
<PAGE>

     which becomes the subject of a Further Advance from the Mortgages Trustee,
     the Seller will be solely responsible for funding any such Further Advance
     and, subject to the provisions of this Deed, upon the making of such
     Further Advance by the Seller, the aggregate Current Balance of the
     Mortgage Loans constituting the Trust Property and the Seller Share of the
     Trust Property shall be increased by an amount equal to the amount of the
     Further Advance paid to the relevant Borrower.

5.3  Together Connections Mortgage Loans and Connections Mortgage Loans: If, in
     respect of any Together Connections Mortgage Loan or any Connections
     Mortgage Loan which is in the Trust Property, there has been a reduction in
     the outstanding balance of such Mortgage Loan from the relevant Borrower
     being allocated a portion of the Together Connections Mortgage Benefit or
     Connections Benefit (as the case may be) under such Mortgage Loan, the
     aggregate Current Balance of the Mortgage Loans constituting the Trust
     Property and the amount of the Seller Share of the Trust Property shall be
     decreased by an amount equal to the portion of the Together Connections
     Benefit or Connections Benefit (as the case may be) allocated to such
     Mortgage Loan.

5.4  Further Draws under Personal Secured Loans: If, in respect of any Personal
     Secured Loan in the Trust Property which permits Further Draws, the
     relevant Borrower requests a Further Draw and the Administrator grants such
     request, the Seller will as Beneficiary fund such Further Draw in the
     Mortgages Trust by making payment to the Borrower of the Further Draw in
     accordance with the terms and conditions of the relevant Personal Secured
     Loan. Upon payment by the Seller to the relevant Borrower of such Further
     Draw, the aggregate Current Balance of the Mortgage Loans constituting the
     Trust Property and the amount of the Seller Share of the Trust Property
     shall be increased by an amount equal to the amount of the Further Draw
     paid to the relevant Borrower.

6.   Increasing the Funding Share of the Trust Property

6.1  Conditions precedent: Subject as provided below, Funding may increase the
     Funding Share (as defined in Clause 7.1 (Initial Funding Share) below) of
     the Trust Property, subject to satisfaction of the following conditions
     precedent:

     (a)  no Event of Default under the Transaction Documents shall have
          occurred which is continuing at the relevant date;

     (b)  no Intercompany Loan Enforcement Notice has been served in respect of
          any Intercompany Loan;


                                       9
<PAGE>

     (c)  the Rating Agencies have confirmed in writing to the Mortgages
          Trustee, the Security Trustee and each Issuer that the proposed
          increase in the Funding Share of the Trust Property would not
          adversely affect the then-current ratings by the Rating Agencies (or
          any of them) of the Notes issued by any Issuer;

     (d)  the New Notes have been issued by the New Issuer, the subscription
          proceeds received on behalf of such New Issuer and advanced by such
          Issuer to Funding pursuant to an Intercompany Loan Agreement (which
          proceeds Funding will pay to the Mortgages Trustee to increase the
          Funding Share of the Trust Property on the relevant date in accordance
          with Clause 6.2 (Completion));

     (e)  if necessary, each Issuer, including any New Issuer (if any) has
          entered into appropriate hedging arrangements;

     (f)  as of the last day of the immediately preceding Trust Calculation
          Period the aggregate Current Balance of Mortgage Loans in the Trust
          Property which were at such time in arrears for at least 3 months is
          less than 4 per cent. of the aggregate Current Balance of all Mortgage
          Loans in the Trust Property at such time unless the Rating Agencies
          have confirmed that the then-current ratings of the Notes will not be
          adversely affected;

     (g)  as of the last day of the immediately preceding Trust Calculation
          Period the weighted average LTV ratio of Mortgage Loans in the Trust
          Property (after application of the LTV Test) on such date does not
          exceed the LTV ratio (based on the LTV Test) of Mortgage Loans in the
          Trust Property on the Initial Closing Date plus 0.25 per cent.;

     (h)  each Issuer Reserve Fund is fully funded on the relevant date up to
          the relevant Issuer Reserve Required Amount; and

     (i)  as at the most recent Payment Date no deficiency was recorded on the
          Issuer Principal Deficiency Ledger of any Issuer,

     provided always that Funding shall not be entitled to increase the Funding
     Share after the Payment Date falling in January 2008 if the option to
     redeem the First Issuer Notes on the Payment Date in January 2008 pursuant
     Condition 5 of the First Issuer Notes is not exercised.

6.2  Completion: Subject to satisfaction of the conditions precedent set out in
     Clause 6.1 (Conditions precedent) above, Funding shall pay to the Mortgages
     Trustee the consideration for such increase in the Funding Share in
     accordance with Clause 4 (Consideration).


                                       10
<PAGE>

6.3  Initial Consideration: The parties hereto agree that Principal Receipts
     received by the Mortgages Trustee from Funding in payment of a Further
     Contribution in accordance with Clause 4 (Consideration) on any date on
     which Funding increases the Funding Share of the Trust Property shall be
     allocable and payable by the Mortgages Trustee to the Seller (in its
     capacity as a Beneficiary of the Mortgages Trust) as an Initial
     Consideration on such date whether or not such date is a Distribution Date.
     Any such Initial Consideration shall reduce the Seller Share of the Trust
     Property by the amount of the Initial Consideration.

7.   Initial Funding Share and Initial Seller Share

7.1  Initial Funding Share: The "Initial Funding Share" of the Trust Property
     shall be (GBP)86.61 at the date of this Deed and (GBP)1,500,000,000 at the
     Initial Closing Date and the "Initial Funding Share Percentage" shall be
     the Initial Funding Share expressed as a percentage of the Trust Property
     at such date, that is to say, 86.61 per cent. References herein to the
     "Funding Share" shall mean, prior to the first Distribution Date, the
     Initial Funding Share and thereafter shall mean the Current Funding Share
     (as defined below).

7.2  Initial Seller Share: The "Initial Seller Share" of the Trust Property
     shall be the sum which remains of the Trust Property after deduction of the
     Initial Funding Share. The Initial Seller Share of the Trust Property will
     be (GBP)13.39 at the date of this Deed and (GBP)232,000,000 at the Initial
     Closing Date and the "Initial Seller Share Percentage" shall be equal to
     100 per cent. minus the Initial Funding Share Percentage, that is to say,
     13.39 per cent. The amount of the Initial Seller Share and the Initial
     Seller Share Percentage on the Initial Closing will be determined
     immediately after the Initial Closing Date. References herein to the
     "Seller Share" shall mean, prior to the first Distribution Date, the
     Initial Seller Share and thereafter shall mean the Current Seller Share (as
     defined below).

7.3  Rounding of percentage shares: Except for the Initial Closing Date on which
     the Funding Share Percentage and the Seller Share Percentage shall be
     calculated to two decimal places, and unless otherwise agreed by the
     Beneficiaries, the Current Funding Share Percentage and the Current Seller
     Share Percentage shall be calculated to five decimal places.

8.   Adjustment of Funding Share Percentage and Seller Share Percentage

8.1  Effective Periods:

     (a)  Subject to Clause 8.1(b) below, the Cash Manager will (on behalf of
          the Mortgages Trustee and the Beneficiaries) recalculate the Funding
          Share, the Funding Share

                                       11
<PAGE>
          Percentage, the Seller Share and the Seller Share Percentage in
          respect of each Trust Calculation Period on the Distribution Date
          occurring in such Trust Calculation Period, based on the aggregate
          Current Balance of the Mortgage Loans constituting the Trust Property
          (as adjusted from time to time) on the last day of the Trust
          Calculation Period immediately preceding such Distribution Date.

     (b)  Notwithstanding Clause 8.1(a) above, if during any Trust Calculation
          Period the Seller sells and assigns New Mortgage Loans to the
          Mortgages Trustee or if Funding pays a Further Contribution to the
          Mortgages Trustee to increase the Funding Share of the Trust Property,
          the recalculation of the Funding Share, the Funding Share Percentage,
          the Seller Share and the Seller Share Percentage made by the Cash
          Manager on the Distribution Date occurring in such Trust Calculation
          Period will be effective only in respect of the period beginning on
          (and including) the first day of such Trust Calculation Period and
          ending on (but excluding) the first Assignment Date or Funding
          Contribution Date, as applicable, to occur during such Trust
          Calculation Period (such period in respect of such Distribution Date,
          an "Interim Calculation Period"), based on the aggregate Current
          Balance of the Mortgage Loans constituting the Trust Property (as
          adjusted from time to time) on the last day of the Trust Calculation
          Period immediately preceding such Distribution Date.

     (c)  In addition to the foregoing, if during any Trust Calculation Period
          the Seller sells and assigns New Mortgage Loans to the Mortgages
          Trustee or if Funding pays a Further Contribution to the Mortgages
          Trustee to increase the Funding Share of the Trust Property, the Cash
          Manager will (on behalf of the Mortgages Trustee and the
          Beneficiaries) recalculate the Funding Share, the Funding Share
          Percentage, the Seller Share and the Seller Share Percentage on such
          Assignment Date or Funding Contribution Date, as applicable, in
          respect of the period beginning on (and including) such Assignment
          Date or Funding Contribution Date, as applicable, and ending on the
          last day of such Trust Calculation Period (and including such last day
          of such Trust Calculation Period) (each such period in respect of each
          Assignment Date or Funding Contribution Date, as applicable, an
          "Interim Calculation Period"), based on the aggregate Current Balance
          of the Mortgage Loans constituting the Trust Property (as adjusted
          from time to time) on such Assignment Date or Funding Contribution
          Date, as applicable.

The parties acknowledge and agree that the Mortgage Sale Agreement provides that
(a) the Seller may not sell and assign New Mortgage Loans to the Mortgages
Trustee during any Trust Calculation


                                       12
<PAGE>

Period prior to the Distribution Date in such Trust Calculation Period, and (b)
the Seller may only make one sale and assignment of New Mortgage Loans to the
Mortgages Trustee during any Trust Calculation Period.

8.2  Current Funding Share Percentage:

     (a)  On each Distribution Date (the "Relevant Distribution Date"), the
          "Current Funding Share Percentage" will be calculated by the Cash
          Manager in respect of the then-current Trust Calculation Period or
          related Interim Calculation Period, as applicable, for the purpose of
          calculating the distributions to be made from the Trust Property on
          the immediately succeeding Distribution Date, and such Current Funding
          Share Percentage will be an amount, expressed as a percentage
          (calculated to an accuracy of five decimal places (rounded upwards)),
          equal to:

                                    A-B-C+D
                                    ------- x 100
                                       G

          where,

     A    =    the Current Funding Share as calculated (a) on the later of the
               Distribution Date, the Assignment Date or Funding Contribution
               Date (if any) immediately preceding such Relevant Distribution
               Date, or (b) in the case of the first Distribution Date, the
               Initial Funding Share as at the Initial Closing Date;

     B    =    the amount of any Principal Receipts distributed to Funding on
               such Relevant Distribution Date in accordance with the provisions
               described in Clause 11 (Distribution of Principal Receipts)
               below;

     C    =    the amount of any Losses sustained on the Mortgage Loans during
               the Trust Calculation Period immediately preceding such Relevant
               Distribution Date and the amount of any reductions occurring in
               respect of the Mortgage Loans as described in paragraphs (a)
               through (e) of Clause 8.5 (Adjustments to Trust Property)
               (inclusive) below which have been allocated to Funding in the
               Trust Calculation Period ending on the Relevant Distribution Date
               (based on (a) the Funding Share Percentage thereof calculated on
               the Distribution Date immediately preceding such Relevant
               Distribution Date (provided that the Seller had not sold and
               assigned New Mortgage Loans to the Mortgages


                                       13
<PAGE>

               Trustee or that Funding had not paid a Further Contribution to
               the Mortgages Trustee in the Trust Calculation Period immediately
               preceding such Relevant Distribution Date), or (b) to the extent
               that the Seller had sold and assigned New Mortgage Loans to the
               Mortgages Trustee or that Funding had paid a Further Contribution
               to the Mortgages Trustee during the Trust Calculation Period
               immediately preceding such Relevant Distribution Date, the
               Weighted Average Funding Share Percentage (as defined below)
               thereof calculated on such Relevant Distribution Date prior to
               the distribution to be made on such Relevant Distribution Date,
               or (c) in the case of the first Distribution Date, the Initial
               Funding Share Percentage);

     D    =    an amount equal to any Capitalised Arrears which have been
               allocated to Funding during the Trust Calculation Period
               immediately preceding such Relevant Distribution Date (based on
               the Funding Share Percentage thereof calculated on the
               Distribution Date immediately preceding such Relevant
               Distribution Date or, in the case of the first Distribution Date,
               the Initial Funding Share Percentage);

     G    =    the amount of the Mortgages Trustee Retained Principal Receipts
               (if any) plus the aggregate Current Balance of all the Mortgage
               Loans in the Trust Property as at the last day of the Trust
               Calculation Period immediately preceding such Relevant
               Distribution Date or, if applicable, on the relevant Assignment
               Date or Funding Contribution Date, after making the
               distributions, allocations and additions referred to in (B), (C)
               and (D) above and after taking account of the following (being
               "Trust Property Calculation Adjustments") (i) any distribution of
               Principal Receipts to the Seller and to Funding, (ii) the amount
               of any Losses allocated to the Seller and to Funding, (iii) the
               adjustments referred to in paragraphs (a) through (e) of Clause
               8.5 (Adjustments to Trust Property) (inclusive) below; (iv) the
               amount of any other additions to or removals from the Trust
               Property during such Trust Calculation Period, including without
               limitation, any additions to the Trust Property resulting from
               Cash Re-draws, Non-Cash Redraws and Further Draws by Borrowers
               under Flexible Mortgage Loans which are in the Trust Property or
               (if the Seller subsequently elects not to repurchase Mortgage
               Loans which are the subject of Further Advances from the
               Mortgages Trustee) Further Advances sold and assigned by the
               Seller; but excluding the addition of mortgage loans on an
               Assignment Date and any


                                       14
<PAGE>

               Initial Contribution or Further Contribution made by Funding
               during such Trust Calculation Period and (v) any reduction in the
               outstanding principal balances of Together Connections Mortgage
               Loans and Connections Mortgage Loans resulting from Borrowers
               being allocated a portion of the related Together Connections
               Benefit and Connections Benefit, respectively under such Mortgage
               Loans.

     (b)  If during any Trust Calculation Period the Seller sells and assigns
          New Mortgage Loans to the Mortgages Trustee, the Cash Manager will
          recalculate the Current Funding Share Percentage on each such
          Assignment Date which is not also a Funding Contribution Date (the
          "Relevant Assignment Date") in respect of the related Interim
          Calculation Period, for the purposes of calculating the distributions
          to be made from the Trust Property on the immediately succeeding
          Distribution Date and determining the amount of losses to be allocated
          to Funding, and such Current Funding Share Percentage will be an
          amount, expressed as a percentage (calculated to an accuracy of five
          decimal places (rounded upwards)), equal to:

                                      A+E
                                      --- x 100
                                       H

         where,

     A    =    the Current Funding Share as calculated on the Distribution Date
               immediately preceding such Relevant Assignment Date;

     E    =    an amount equal to any Initial Contribution paid by Funding to
               the Mortgages Trustee on such Relevant Assignment Date in
               relation to the Funding Share of any New Mortgage Loans assigned
               to the Mortgages Trustee on such Relevant Assignment Date (which
               amount the Mortgages Trustee is required pursuant to Clause 4.3
               (Application by Mortgages Trustee) to pay to the Seller in
               satisfaction of the Mortgages Trustee's obligation to pay to the
               Seller the Initial Purchase Price in respect of New Mortgage
               Loans sold and assigned to the Mortgages Trustee on such Relevant
               Assignment Date); and

     H    =    the amount of the Mortgages Trustee Retained Principal Receipts
               (if any), plus the aggregate Current Balance of all the Mortgage
               Loans in the Trust Property as at the Distribution Date
               immediately preceding such Relevant Assignment Date (after making
               the distributions, allocations and additions on that preceding
               Distribution Date), plus the aggregate Current Balance of the New
               Mortgage Loans sold and


                                       15
<PAGE>

               assigned to the Mortgages Trustee on such Relevant Assignment
               Date and after taking account of Trust Property Calculation
               Adjustments.

     (c)  If during any Trust Calculation Period Funding pays a Further
          Contribution to the Mortgages Trustee to increase the Funding Share of
          the Trust Property, the Cash Manager will recalculate the Current
          Funding Share Percentage on each such Funding Contribution Date (the
          "Relevant Funding Contribution Date") in respect of the related
          Interim Calculation Period, for the purposes of calculating the
          distributions to be made from the Trust Property and determining the
          amount of losses to be allocated to Funding on the immediately
          succeeding Distribution Date, and such Current Funding Share
          Percentage will be an amount, expressed as a percentage (calculated to
          an accuracy of five decimal places (rounded upwards)), equal to:

                                A+E+F
                                ----- x 100
                                  J

         where,

     A    =    the Current Funding Share as calculated on the Distribution Date
               immediately preceding such Relevant Funding Contribution Date;

     E    =    (1) if that Relevant Funding Contribution Date is also an
               Assignment Date, the amount of any Initial Contribution paid by
               Funding to the Mortgages Trustee on that Funding Contribution
               Date in respect of the Funding Share of any New Trust Property,
               and (2) in all other cases, zero;

     F    =    an amount equal to any Further Contribution paid by Funding to
               the Mortgages Trustee on such Relevant Funding Contribution Date
               to increase Funding's beneficial interest in the Trust Property;
               and

     J    =    the amount of the Mortgages Trustee Retained Principal Receipts
               (if any) plus the aggregate Current Balance of all the Mortgage
               Loans in the Trust Property as at the Distribution Date
               immediately preceding such Relevant Funding Contribution Date
               (after making the distributions, allocations and additions on
               that preceding Distribution Date) plus the aggregate Current
               Balance of the New Mortgage Loans sold and assigned to the
               Mortgages Trustee on that Relevant Assignment Date and after
               taking account of Trust Property Calculation Adjustments.

8.3  Weighted Average Funding Share Percentage: On any Distribution Date in
     respect to which


                                       16
<PAGE>

     (i) the Seller had sold and assigned New Mortgage Loans to the Mortgages
     Trustee, or (ii) Funding had paid a Further Contribution to the Mortgages
     Trustee to increase the Funding Share of the Trust Property, during the
     Trust Calculation Period immediately preceding such Distribution Date, the
     Cash Manager (on behalf of the Beneficiaries) will calculate (for the sole
     purpose of making the distributions to be made on such Distribution Date)
     the weighted average of the Current Funding Share Percentages that were
     calculated previously in respect of each Interim Calculation Period
     occurring in such immediately preceding Trust Calculation Period based on
     the amount of Revenue Receipts and Principal Receipts received and Losses
     sustained during each such Interim Calculation Period. The "Weighted
     Average Funding Share Percentage" for any such Distribution Date will be
     equal to:

     (a)  in respect of the distribution of Revenue Receipts to be made on such
          Distribution Date, an amount determined in accordance with the formula
          set forth below:

                                   (AxB)+(CxD)

     where,

     A    =    the related Current Funding Share Percentage for Interim
               Calculation Period 1;

     B    =    the number of days in Interim Calculation Period 1 divided by the
               number of days in the Trust Calculation Period;

     C    =    the related Funding Share Percentage for Interim Calculation
               Period 2; and

     D    =    the number of days in Interim Calculation Period 2 divided by the
               number of days in the Trust Calculation Period;

     (b)  in respect of the distribution of Principal Receipts to be made on
          such Distribution Date, an amount determined in accordance with the
          formula set forth below:

                                   (AxB)+(CxD)

     where,

     A    =    the related Current Funding Share Percentage for Interim
               Calculation Period 1;

     B    =    the number of days in Interim Calculation Period 1 divided by the
               number of days in the Trust Calculation Period;


                                       17
<PAGE>


     C    =    the related Funding Share Percentage for Interim Calculation
               Period 2; and

     D    =    the number of days in Interim Calculation 2 Period divided by the
               number of days in the Trust Calculation Period;

     (c)  in respect of the allocation of Losses to be made on such Distribution
          Date, an amount determined in accordance with the formula set forth
          below:

                                (A x B) + (C x D)

     where,

     A    =    the Related Current Funding Share Percentage for Interim
               Calculation Period 1;

     B    =    the number of days in Interim Calculation Period 1 divided by the
               number of days in the Trust Calculation Period;

     C    =    the related Funding Share Percentage for Interim Calculation
               Period 2; and

     D    =    the number of days in Interim Calculation Period 2 divided by the
               number of days in the Trust Calculation Period;

8.4  Current Funding Share:

     (a)  On each Distribution Date, the "Current Funding Share" will be
          calculated by the Cash Manager in respect of the then-current Trust
          Calculation Period or the related Interim Calculation Period, as
          applicable, and will be an amount equal to:

                                  A - B - C + D

          where "A", "B", "C" and "D" have the meanings specified in Clause
          8.2(a) above.

     (b)  On each Assignment Date (which is not also a Funding Contribution
          Date), the Current Funding Share will be calculated by the Cash
          Manager in respect of the related Interim Calculation Period and will
          be an amount equal to:

                                     A + E

          where "A" and "E" have the meanings specified in Clause 8.2(b) above.



                                       18
<PAGE>

     (c)  On each Funding Contribution Date, the Current Funding Share will be
          calculated by the Cash Manager in respect of the related Interim
          Calculation Period and will be an amount equal to:

                                   A + E + F

          where "A", "E" and "F" have the meanings specified in Clause 8.2(c)
          above.

8.5  Adjustments to Trust Property: If any of the following events has occurred
     during a Trust Calculation Period, then (subject to the Cash Manager
     receiving notice or otherwise being aware of the occurrence of the event)
     for the purposes of making the Trust Property Calculation Adjustments, the
     aggregate Current Balance of the Mortgage Loans constituting the Trust
     Property shall be reduced or, as the case may be, deemed to be reduced:

     (a)  any Borrower exercises a right of set-off in relation to any Mortgage
          Loan in the Trust Property so that the amount of principal and/or
          interest owing under such Mortgage Loan is reduced but no
          corresponding payment is received by the Mortgages Trustee, in which
          event the aggregate Current Balance of the Mortgage Loans constituting
          the Trust Property shall be reduced by an amount equal to the amount
          so set-off by such Borrower; and/or

     (b)  a Mortgage Loan or (as applicable) its Related Security (i) is in
          breach of the Representations and Warranties in the Mortgage Sale
          Agreement as at the Initial Closing Date or, as the case may be, the
          relevant Assignment Date or (ii) is the subject of a Product Switch or
          a Further Advance or in respect of which the Borrower has accepted an
          offer by the Seller of a Personal Secured Loan in respect of which the
          Seller has elected to purchase the relevant Mortgage Loan or Mortgage
          Loans and Related Security, and in the case of (i) above the Seller
          fails to repurchase and in the case of (ii) above the Seller fails to
          purchase, the relevant Mortgage Loan or Mortgage Loans under the
          relevant Mortgage Account and their Related Security as required by
          the terms of the Mortgage Sale Agreement; in which event the aggregate
          Current Balance of the Mortgage Loans constituting the Trust Property
          shall be deemed to be reduced for the purposes of making the Trust
          Property Calculation Adjustments by an amount equal to the Current
          Balance of the relevant Mortgage Loan or Mortgage Loans under the
          relevant Mortgage Account (together with Arrears of Interest and
          Accrued Interest) which the Seller has failed to repurchase or
          purchase, as applicable; and/or


                                       19
<PAGE>

     (c)  the Security Trustee is notified that a Flexible Mortgage Loan or part
          thereof has been determined by a court judgment on the point or as a
          result of a determination by a relevant regulatory authority (whether
          or not in relation to an analogous flexible mortgage loan product of
          another UK mortgage lender):

          (i)  to be unenforceable; and/or

          (ii) not to fall within the first ranking charge by way of legal
               mortgage or first ranking standard security over the relevant
               Mortgaged Property,

          and, in either case, such Flexible Mortgage Loan is not otherwise
          subject to the repurchase obligation under the Mortgage Sale
          Agreement, in which event, the aggregate Current Balance of the
          Mortgage Loans constituting the Trust Property shall be deemed to be
          reduced for the purposes of making the Trust Property Calculation
          Adjustments by an amount equal to that portion of the Current Balance
          of the Flexible Mortgage Loan which is so determined to be
          unenforceable or not to fall within the first ranking charge by way of
          legal mortgage or first ranking standard security over the relevant
          Mortgaged Property; and/or

     (d)  (i) in respect of breaches of Representations and Warranties in the
          Mortgage Sale Agreement, the Seller would be required to repurchase a
          Mortgage Loan and its Related Security and (ii) in respect of a
          Mortgage Loan subject to a Further Advance or a Product Switch or in
          respect of which the Borrower has accepted an offer by the Seller of a
          Personal Loan, the Seller elects to purchase the relevant Mortgage
          Loan or Mortgage Loans under the relevant Mortgage Account and their
          Related Security in accordance with the terms of the Mortgage Sale
          Agreement, but such Mortgage Loan and its Related Security are not
          capable of being repurchased or purchased, as applicable; in which
          event the aggregate Current Balance of the Mortgage Loans constituting
          the Trust Property shall be deemed to be reduced for the purposes of
          making the Trust Property Calculation Adjustments by an amount equal
          to the Current Balance of the relevant Mortgage Loan (together with
          Arrears of Interest and Accrued Interest) which is not capable of
          being repurchased or purchased, as applicable; and/or

     (e)  the Seller breaches any other material warranty under the Mortgage
          Sale Agreement and/or (for so long as it is the Administrator) the
          Administration Agreement, in which event the aggregate Current Balance
          of Mortgage Loans constituting the Trust Property shall be deemed for
          the purposes of making the Trust Property Calculation


                                       20
<PAGE>

          Adjustments to be reduced by an amount equivalent to all losses,
          costs, liabilities, claims, expenses and damages incurred by the
          Beneficiaries as a result of such breach.

     The reductions and deemed reductions set out in paragraphs (a), (b), (c),
     (d) and (e) of this Clause and any resulting loss shall, subject to Clause
     9.1 (Initial Minimum Seller Share), be allocated on the relevant
     Distribution Date, Assignment Date or Funding Contribution Date (as
     applicable) first to the Seller Share of the Trust Property (or for the
     purposes of calculating the Seller Share of the Trust Property as the case
     may be) until the Seller Share is zero and thereafter shall be allocated to
     the Funding Share of the Trust Property. If at, or any time after the
     Initial Closing Date the Mortgages Trustee holds, or there is held to its
     order, or it receives, or there is received to its order, any property,
     interest, right or benefit relating to the whole or that portion of any
     Mortgage Loan and its Related Security which is or has been subject to any
     matter described in paragraphs (a) through (e) above and in respect of
     which the Seller Share of the Trust Property has been reduced or deemed
     reduced such property, interest, right or benefit will constitute a Revenue
     Receipt and the Mortgages Trustee will remit, assign or transfer the same
     to Funding (but only if and to the extent that the related reductions or
     deemed reductions were applied against the Funding Share of the Trust
     Property) and thereafter to the Seller, as the case may require, and until
     it does so or to the extent that the Mortgage Trustee is unable to effect
     such remittance, assignment or transfer, the Mortgages Trustee will hold
     such property, interest, right or benefit and/or the proceeds thereof upon
     trust absolutely for Funding and/or the Seller (separate from the Mortgages
     Trust), as the case may require.

8.6  Current Seller Share Percentage:

     (a)  On each Distribution Date, the "Current Seller Share Percentage" will
          be calculated by the Cash Manager in respect of the then-current Trust
          Calculation Period or the related Interim Calculation Period, as
          applicable, and the distributions to be made from the Trust Property
          on the immediately succeeding Distribution Date, and will be a
          percentage equal to:

                    100% - Current Funding Share Percentage

          where the Current Funding Share Percentage is calculated on such
          Distribution Date in accordance with Clause 8.2(a) above.


                                       21
<PAGE>

     (b)  On each Assignment Date, the Cash Manager will recalculate the Current
          Seller Share Percentage in respect of the related Interim Calculation
          Period and the distributions to be made from the Trust Property on the
          immediately succeeding Distribution Date and will be a percentage
          equal to:

                    100% - Current Funding Share Percentage

          where the Current Funding Share Percentage is as calculated on such
          Assignment Date in accordance with Clause 8.2(b) above.

     (c)  On each Funding Contribution Date, the Cash Manager will recalculate
          the Current Seller Share Percentage in respect of the related Interim
          Calculation Period and the distributions to be made from the Trust
          Property on the immediately succeeding Distribution Date and will be a
          percentage equal to:

                    100% - Current Funding Share Percentage

          where the Current Funding Share Percentage is as calculated on such
          Funding Contribution Date in accordance with Clause 8.2(c) above.

8.7  Weighted Average Seller Share Percentage: On any Distribution Date in
     respect to which (i) the Seller had sold and assigned New Mortgage Loans to
     the Mortgages Trustee, or (ii) Funding had paid a Further Contribution to
     the Mortgages Trustee to increase the Funding Share of the Trust Property,
     during the Trust Calculation Period immediately preceding such Distribution
     Date, the Cash Manager will calculate (for the sole purpose of making the
     distributions to be made on such Distribution Date) the weighted average of
     the Seller Share Percentages that were calculated previously in respect of
     the Revenue Receipts and Principal Receipts received, and Losses sustained,
     during each Interim Calculation Period occurring in such immediately
     preceding Trust Calculation Period and will be a percentage equal to:

     (a)  in respect of the distribution of Revenue Receipts to be made on such
          Distribution Date:

                100% - Weighted Average Funding Share Percentage

          where such Weighted Average Funding Share Percentage is as calculated
          in Clause 8.3(a) above;


                                       22
<PAGE>

     (b)  in respect of the distribution of Principal Receipts to be made on
          such Distribution Date:

                100% - Weighted Average Funding Share Percentage

          where such Weighted Average Funding Share Percentage is as calculated
          in Clause 8.3(b) above; and

     (c)  in respect of the allocation of Losses to be made on such Distribution
          Date:

                100% - Weighted Average Funding Share Percentage

          where such Weighted Average Funding Share Percentage is as calculated
          in Clause 8.3(c) above.

8.8  Current Seller Share:

     (a)  On each Distribution Date, the "Current Seller Share" will be
          calculated by the Cash Manager in respect of the then-current Trust
          Calculation Period or the related Interim Calculation Period, as
          applicable, and will be an amount equal to:

 The aggregate amount of the Trust Property as at the Relevant Distribution Date
                            - Current Funding Share

          where "Current Funding Share" has the meaning given in Clause 8.4(a)
          above.

     (b)  On each Assignment Date, the Current Seller Share will be calculated
          by the Cash Manager in respect of the related Interim Calculation
          Period and will be an amount equal to:

 The aggregate amount of the Trust Property as at the Relevant Assignment Date -
                             Current Funding Share

          where "Current Funding Share" has the meaning given in Clause 8.4(b)
          above.

     (c)  On each Funding Contribution Date, the Current Seller Share will be
          calculated by the Cash Manager in respect of the Interim Calculation
          Period and will be an amount equal to:

      The aggregate amount of the Trust Property as at the Relevant Funding
                    Contribution Date - Current Funding Share

          where "Current Funding Share" has the meaning given in Clause 8.4(c)
          above.


                                       23
<PAGE>

8.9  Funding Share/Seller Share: Neither the Funding Share nor the Seller Share
     may be reduced below zero. At all times the Funding Share Percentage and
     the Seller Share Percentage shall be equal to 100 per cent. of the Trust
     Property.

9.   Minimum Seller Share

9.1  Initial Minimum Seller Share: The Seller Share of the Trust Property
     includes an amount equal to the Minimum Seller Share. Unless and until the
     Funding Share of the Trust Property is in an amount equal to zero, or
     following the occurrence of an Asset Trigger Event, the Seller will not be
     entitled to receive Mortgages Trustee Principal Receipts which would reduce
     the Seller Share of the Trust Property to an amount less than the Minimum
     Seller Share and the Seller consents and directs the Mortgages Trustee
     accordingly.

9.2  Fluctuation of Minimum Seller Share on each Distribution Date:

     At the Initial Closing Date, the Minimum Seller Share will be
     (GBP)50,000,000. The amount of the Minimum Seller Share will be
     recalculated on each Distribution Date in accordance with the following
     formula:

                                  W + X + Y + Z

          where:

          W    =    100% of the sum of the average cleared credit balance of all
                    applicable accounts linked to Together Connections Mortgage
                    Loans and Connections Mortgage Loans in respect of each
                    calendar month or any part of any such calendar month.

          X    =    2.0% of the aggregate Current Balance of all Mortgage Loans
                    comprised in the Trust Property as at the last day of the
                    immediately preceding Trust Calculation Period;

          Y    =    the product of: p x q x r where:

               p    =    8%;

               q    =    the sum of (i) the "Flexible Cash Re-Draw Capacity",
                         being an amount equal to the difference between (1) the
                         maximum amount of Cash Re-draws that Borrowers may draw
                         under Flexible Mortgage Loans included in the Trust


                                       24
<PAGE>

                         Property (whether or not drawn) as at the last day of
                         the immediately preceding Trust Calculation Period and
                         (2) the aggregate Current Balance of Cash Re-draws
                         which form part of the Trust Property as at the last
                         day of the immediately preceding Trust Calculation
                         Period; and (ii) the "Further Draw Capacity", being an
                         amount equal to the difference between (1) the maximum
                         amount of Further Draws that Borrower may make under
                         Personal Secured Loans included in the Trust Property
                         (whether or not drawn) as at the last day of the
                         immediately preceding Trust Calculation Period and (2)
                         the aggregate Current Balance of Personal Secured Loans
                         which form part of the Trust Property as at the last
                         day of the immediately preceding Trust Calculation
                         Period; and

               r    =    3; and

          Z    =    the aggregate Current Balance of (i) Re-Draws and (ii)
                    Personal Secured Loans in the Trust Property as at the
                    last day of the immediately preceding Trust Calculation
                    Period.

9.3  Recalculation of Minimum Seller Share following occurrence of exceptional
     events: The calculation of the Minimum Seller Share in accordance with
     Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date)
     above will be recalculated by the Cash Manager with the agreement of the
     parties hereto subject to the approval of the Rating Agencies if the Seller
     merges or otherwise combines its business with another bank or other
     financial institution so as to increase the risks associated with Borrowers
     holding deposits in Northern Rock accounts.


                                       25
<PAGE>

10.  Distribution of Revenue Receipts

10.1 Distribution of Third Party Amounts: Pursuant to the Cash Management
     Agreement, the Cash Manager (at the direction of the Mortgages Trustee
     acting on behalf of the Beneficiaries at their direction and with their
     consent which is hereby given) will deduct, as and when identified, Third
     Party Amounts from the Revenue Receipts standing to the credit of the
     Mortgages Trustee GIC Account or other Mortgages Trustee Bank Account, and
     pay over the same to the proper recipients thereof. The Mortgages Trustee
     and the Beneficiaries hereby consent to such deductions.

10.2 Distribution of Mortgages Trustee Available Revenue Receipts: Subject as
     provided in Clause 8.8 (Adjustments on Distribution Dates), on each
     Distribution Date the Cash Manager (at the direction of the Mortgages
     Trustee acting on behalf of the Beneficiaries at their direction and with
     their consent which is hereby given) will distribute Mortgages Trustee
     Available Revenue Receipts as follows:

     (a)  firstly, in no order of priority between them but in or towards
          satisfaction pro rata according to the respective amounts due of:

          (i)  any fees, costs, charges, liabilities and expenses then due or to
               become due to the Mortgages Trustee under the provisions of this
               Deed together with (if applicable) VAT thereon (to the extent not
               already included) as provided herein; and

          (ii) any amounts due and payable by the Mortgages Trustee to third
               parties in respect of the Mortgages Trust but only if incurred
               without breach by the Mortgages Trustee of the documents to which
               it is a party and payment has not been provided for elsewhere;

     (b)  secondly, in no order of priority between them but in or towards
          satisfaction pro rata according to the respective amounts due of:

          (i)  any remuneration then due and payable to the Administrator and
               any costs, charges, liabilities and expenses then due or to
               become due to the Administrator under the provisions of the
               Administration Agreement prior to the immediately succeeding
               Distribution Date, in each case together with (if applicable) VAT
               thereon (to the extent not already included) as provided therein;
               and


                                       26
<PAGE>

          (ii) any remuneration then due and payable to the Cash Manager and any
               costs, charges, liabilities and expenses then due or to become
               due to the Cash Manager under the provisions of the Cash
               Management Agreement prior to the immediately succeeding
               Distribution Date, in each case together with (if applicable) VAT
               thereon (to the extent not already included) as provided therein;

     (c)  thirdly, in no order of priority between them but in proportion to the
          respective amounts due, and subject to the proviso below, to allocate
          and pay Mortgages Trustee Available Revenue Receipts to:

          (i)  (subject as provided in Clause 8.8 (Adjustments on Distribution
               Dates)) the Seller in an amount determined by multiplying the
               total amount of the remaining Mortgages Trustee Available Revenue
               Receipts by the Current Seller Share Percentage of the Trust
               Property, as determined on the immediately preceding Distribution
               Date or, in the case of the first Distribution Date, immediately
               following the relevant Closing Date, as of such Closing Date; and

          (ii) (subject as provided in Clause 8.8 (Adjustments on Distribution
               Dates)) Funding in an amount which is equal to the lesser of:

               (A)  an amount determined by multiplying the total amount of the
                    remaining Mortgages Trustee Available Revenue Receipts by
                    the Current Funding Share Percentage of the Trust Property,
                    as determined on the immediately preceding Distribution Date
                    or, in the case of the first Distribution Date, the Initial
                    Funding Share Percentage); and,

               (B)  the aggregate of the amounts to be applied on the
                    immediately succeeding Payment Date for Group 1 Issuers and
                    the immediately succeeding Payment Date for Group 2 Issuers
                    as set forth under the Funding Pre-Enforcement Revenue
                    Priority of Payments or the Funding Post-Enforcement
                    Priority of Payments (but excluding any principal amount due
                    under any Intercompany Loan (save that, for the avoidance of
                    doubt, such exclusion shall not apply in respect of any
                    Funding Available Revenue Receipts which are applied by an
                    Issuer to credit that Issuer's Principal Deficiency Ledger
                    and thereby


                                       27
<PAGE>

                    reduce the principal payable under that Issuer's
                    Intercompany Loan) and any of Deferred Contribution amount
                    due under Item (P) of the Funding Pre-Enforcement Revenue
                    Priority of Payments and/or Item (F) of the Funding
                    Post-Enforcement Priority of Payments), less all other
                    amounts (not derived from the distribution of Mortgages
                    Trustee Available Revenue Receipts under this Deed) which
                    will constitute Funding Available Revenue Receipts on the
                    immediately succeeding Payment Date such amount not to be
                    less than zero; and

     (d)  finally, to allocate to Funding but pay at the direction of Funding to
          the Seller an amount equal to YY - ZZ, where "YY" is the amount of the
          Mortgages Trustee Available Revenue Receipts and "ZZ" is the amount of
          such Mortgages Trustee Available Revenue Receipts applied and/or
          allocated under items (a) to (c) above, such amount to be in
          satisfaction of amounts of Deferred Purchase Price due to the Seller
          under the terms of the Mortgage Sale Agreement;

PROVIDED THAT if an Assignment Date or a Funding Contribution Date has occurred
during the Trust Calculation Period immediately preceding such Distribution
Date, then the Cash Manager will use (i) the Weighted Average Seller Share
Percentage (instead of the Current Seller Share Percentage) as calculated
pursuant to Clause 8.7(a) above in determining the amount of Mortgages Trustee
Available Revenue Receipts to distribute to the Seller pursuant to Clause
10.2(c)(i) above, and (ii) the Weighted Average Funding Share Percentage
(instead of the Current Funding Share Percentage) as calculated pursuant to
Clause 8.3(a) above in determining the amount of Mortgages Trustee Available
Revenue Receipts to distribute to Funding pursuant to Clause 10.2(c)(ii)(A)
above.


                                       28
<PAGE>

11.  Distribution of Principal Receipts

11.1 Distribution of Principal Receipts prior to the occurrence of a Trigger
     Event: Subject as provided in Clause 8.8 (Adjustments on Distribution
     Dates), prior to the occurrence of a Trigger Event (and whether or not
     there has been an enforcement of the Funding Security or any Issuer
     Security), on each Distribution Date (or, in respect of any Initial
     Consideration, on any Funding Contribution Date), the Cash Manager (at the
     direction of the Mortgages Trustee acting on behalf of the Beneficiaries at
     their direction and with their consent which is hereby given) shall,
     subject to the provisos below, allocate and distribute Mortgages Trustee
     Principal Receipts as follows:

     (a)  first, to the Seller an amount in respect of any Initial Consideration
          (if any) which is then allocable and payable to the Seller under
          Clause 6.3 (Initial Consideration) above;

     (b)  second, to Funding an amount in respect of each Issuer which is equal
          to the lesser of:

          (i)  (1)  prior to the occurrence of an ACA Trigger Event, the
                    principal amount due on the Intercompany Loan of such Issuer
                    equal to the Controlled Amortisation Amounts due, if any, on
                    such Issuer's Payment Date immediately succeeding such
                    Distribution Date (in each case determined on the assumption
                    that the Issuer Reserve Requirement, the Issuer Arrears Test
                    and the Subordinated Principal Test (as applicable) are
                    satisfied on such date; that the Controlled Amortisation
                    Amount is the relevant amount as set forth in the tables
                    contained in Schedule 4 to the Current Issuer Cash
                    Management Agreement; and that the proviso appearing at the
                    end of such tables does not apply); and

               (2)  upon and after the occurrence of an ACA Trigger Event, (x)
                    in respect of each Issuer that is not an ACA Issuer, an
                    amount as set forth in (i)(1) above; and (y) in respect of
                    each ACA Issuer, up to an amount equal to the ACA Limit
                    Amount in respect of such ACA Issuer; and

          (ii) an amount in respect of each Issuer equal to:



                                       29
<PAGE>

<TABLE>
<CAPTION>
<S>                                       <C>                                  <C>
                                              Current Funding Share               Outstanding Principal Balance
                                          Percentage as calculated on the      on such Issuer's Intercompany Loan
                                               immediately preceding           -----------------------------------
                    Mortgages Trustee      Distribution Date (or, in the               Aggregate Outstanding
                   Principal Receipts  x   case of the first Distribution   x         Principal Balance on all
                                          Date following the Closing Date                Intercompany Loans
                                           in respect of such Issuer, as
                                           of the relevant Closing Date)
</TABLE>

     (c)  third,

          (i)  prior to the occurrence of an ACA Trigger Event, to Funding an
               amount in respect of each Issuer towards any principal amount
               remaining which will be due and payable (following the payment to
               Funding set forth in (b) above) on such Issuer's immediately
               succeeding Payment Date under such Issuer's Intercompany Loan (in
               each case determined on the assumption that the Issuer Reserve
               Requirement, the Issuer Arrears Test and the Subordinated
               Principal Test (as applicable) are satisfied on such date; that
               the Controlled Amortisation Amount is the relevant amount as set
               forth in the tables contained in Schedule 4 to the Current Issuer
               Cash Management Agreement; and that the proviso appearing at the
               end of such tables does not apply) plus an amount equal to the
               amount which Funding will be required to apply on that Payment
               Date under item (1)(A) or (2)(A) of the Funding Pre-Enforcement
               Principal Priority of Payments (to the extent not already funded
               under (B)(1) of such priority of payments); and

          (ii) upon and after the occurrence of an ACA Trigger Event, to Funding
               (x) in respect of an Issuer that is not an ACA Issuer, an amount
               as set forth in (c)(i) above and (y) in respect of each ACA
               Issuer (following the payment to Funding set forth in (b) above)
               up to an amount equal to the ACA Limit Amount in respect of such
               ACA Issuer plus an amount equal to the amount which Funding will
               be required to apply on that Payment Date under item (1)(A) or
               (2)(A) of the Funding Pre-Enforcement Principal Priority of
               Payments; and

     (d)  last, if such Distribution Date is not a Seller Share Event
          Distribution Date, all remaining Mortgages Trustee Principal Receipts
          to the Seller (as Beneficiary),

PROVIDED THAT in relation to (a) through (d) above the following rules (the
"Rules for the application of Mortgages Trustee Principal Receipts") shall
apply:

(1)  If the Notes of any Issuer have become immediately due and payable as a
     result of the service of a Note Enforcement Notice or if the Intercompany
     Loan of any Issuer (and the other Intercompany Loans of any other Issuers)
     have become immediately due and payable as a result of the service of an
     Intercompany Loan Enforcement Notice, principal payments in respect of the
     Intercompany Loan of that Issuer may be made in excess of any Controlled



                                       30
<PAGE>

     Amortisation Amount and paragraph (b)(i) above shall no longer apply in
     relation to that Issuer and, except following a Non-Asset Trigger Event,
     the amount of Mortgages Trustee Principal Receipts to be distributed to
     Funding in respect of that Issuer on that Distribution Date may not exceed
     the amount determined under paragraph (b)(ii) above.

(2)  If the Notes of any Issuer have become immediately due and payable as a
     result of the service of a Note Enforcement Notice or if the Intercompany
     Loan of any Issuer (and the other Intercompany Loans of any other Issuers)
     have become immediately due and payable as a result of the service of an
     Intercompany Loan Enforcement Notice, then for the purpose of calculating
     the amount in respect of that Issuer under paragraph (b)(ii) above, that
     amount may be reduced to the extent of any remaining amounts standing to
     the credit of the Issuer Reserve Ledger and/or the Issuer Liquidity Reserve
     Ledger (if any) for that Issuer which are to be utilised on the immediately
     succeeding Payment Date to repay principal on that Issuer's Intercompany
     Loan, but only to the extent that those amounts would not otherwise be
     payable on that Intercompany Loan on that Payment Date.

(3)  The amount of Mortgages Trustee Principal Receipts payable to Funding in
     respect of each Issuer on a Distribution Date will be reduced in proportion
     to the aggregate of the Issuer Available Revenue Receipts of that Issuer
     which are to be applied on the immediately succeeding Payment Date in
     reduction of deficiencies recorded on the Issuer Principal Deficiency
     Ledger of that Issuer, but only to the extent that the Issuer Available
     Revenue Receipts which are to be so applied on that Payment Date would not
     otherwise be payable as principal on the relevant Notes on that Payment
     Date.

(4)  For the purpose of determining the Mortgages Trustee Principal Receipts to
     be distributed to Funding in respect of the amount due on the Intercompany
     Loan of any Issuer under (b) and (c) above, the Outstanding Principal
     Balance of that Intercompany Loan shall be deemed to be reduced by the
     amount of:

     (a)  any deficiency recorded on the Issuer Principal Deficiency Ledger of
          that Issuer as at that Distribution Date, but only to the extent that
          such deficiency has arisen under a result of (i) Losses on the
          Mortgage Loans allocated by Funding to that Issuer and/or (ii) the
          application of Funding Available Principal Receipts to fund the Issuer
          Liquidity Reserve Fund of that Issuer but not as a result of any other
          principal deficiency of that Issuer; and

     (b)  the Outstanding Principal Balance as at such Distribution Date of any
          Special Repayment Notes issued by that Issuer.


                                       31
<PAGE>

(5)  Funding will not be entitled to receive and the Cash Manager shall procure
     that Funding does not receive any amount of Mortgages Trustee Principal
     Receipts from the Mortgages Trustee on a Distribution Date which is not
     required by Funding to repay principal falling due on any Intercompany Loan
     on the immediately succeeding Payment Date in order to fund payments of
     principal falling due on any Notes issued by any Issuer on that Payment
     Date.

(6)  The Mortgages Trustee will not distribute any Overpayment (other than a
     Capital Payment) in respect of any Non-Flexible Mortgage Loan until the
     first Distribution Date following December 31 of the year in which such
     Overpayment is received; provided that if a Borrower has made an
     Underpayment of principal in respect of such Non-Flexible Mortgage Loan
     following the Overpayment then the Mortgages Trustee will distribute
     principal in an amount up to the amount of such Underpayment (but not
     exceeding the amount of the Overpayment previously made) on the immediately
     succeeding Distribution Date.

(7)  If an Assignment Date or a Funding Contribution Date has occurred during
     the Trust Calculation Period immediately preceding a Distribution Date,
     then the Cash Manager shall use the Weighted Average Funding Share
     Percentage (instead of the Current Funding Share Percentage) as calculated
     pursuant to Clause 8.3(b) above in determining the amount of Mortgages
     Trustee Principal Receipts to be distributed to Funding in respect of each
     Issuer pursuant to Clause 11.1(b)(ii) above.

(8)  On a Seller Share Event Distribution Date, the Cash Manager shall not
     distribute the remaining Mortgages Trustee Principal Receipts to the Seller
     and shall deposit all Mortgages Trustee Retained Principal Receipts in the
     Mortgages Trustee GIC Account and make a corresponding credit to the
     Mortgages Trustee Principal Ledger.

11.2 Distribution of Mortgages Trustee Principal Receipts on or after the
     occurrence of an Asset Trigger Event: On or after the occurrence of an
     Asset Trigger Event, the Cash Manager (at the direction of the Mortgages
     Trustee acting on behalf of the Beneficiaries at their direction and with
     their consent which is hereby given) shall, on each Distribution Date
     (including, if applicable, any Distribution Date on which an Asset Trigger
     Event occurs), allocate and distribute all Mortgages Trustee Principal
     Receipts as follows:

     (a)  if the immediately preceding Distribution Date was a Seller Share
          Event Distribution Date, all of the Mortgages Trustee Retained
          Principal Receipts to Funding; and then

     (b)  between Funding and the Seller, in no order of priority between them
          and pro rata according to the Funding Share Percentage of the Trust
          Property and the Seller Share

                                       32
<PAGE>

          Percentage of the Trust Property, respectively, until the Funding
          Share of the Trust Property is zero (and, for the avoidance of doubt,
          such payments may reduce the Seller Share to an amount less than the
          Minimum Seller Share),

     PROVIDED THAT if an Assignment Date or a Funding Contribution Date has
     occurred in the Trust Calculation Period immediately preceding any such
     Distribution Date, the Cash Manager will apply all Mortgages Trustee
     Principal Receipts after (a) above between Funding and the Seller pro rata
     according to the Weighted Average Funding Share Percentage (as calculated
     pursuant to Clause 8.3 above) and Weighted Average Seller Share Percentage
     (as calculated pursuant to Clause 8.7 above) for such Distribution Date
     until the Funding Share of the Trust Property is zero.

11.3 Distribution of Principal Receipts on or after the occurrence of a
     Non-Asset Trigger Event: On or after the occurrence of a Non-Asset Trigger
     Event and until the occurrence of an Asset Trigger Event, the Cash Manager
     (at the direction of the Mortgages Trustee acting on behalf of the
     Beneficiaries at their direction and with their consent which is hereby
     given) shall, on each Distribution Date (including, if applicable, any
     Distribution Date on which a Non-Asset Trigger Event occurs), apply all
     Mortgages Trustee Principal Receipts to Funding until the Funding Share of
     the Trust Property has been reduced to zero and shall thereafter, on each
     Distribution Date, apply all Mortgages Trustee Principal Receipts to the
     Seller.

12.  Allocation of Losses

12.1 Subject as provided otherwise herein (including Clause 8.4 (Adjustments to
     Trust Property) of this Deed), all Losses sustained on the Mortgage Loans
     (other than Personal Secured Loans) during a Trust Calculation Period shall
     be applied in reducing pro rata both the Funding Share and the Seller Share
     of the Trust Property on the Distribution Date immediately succeeding such
     Trust Calculation Period by multiplying the Losses sustained in such
     relevant Trust Calculation Period by the Current Funding Share Percentage
     (as calculated on the Distribution Date immediately preceding such Trust
     Calculation Period), until the Funding Share of the Trust Property is zero,
     PROVIDED THAT, if during the Trust Calculation Period immediately preceding
     a Distribution Date the Seller had sold and assigned New Mortgage Loans to
     the Mortgages Trustee, or if Funding paid a Further Contribution to the
     Mortgages Trustee to increase the Funding Share of the Trust Property such
     Losses shall be multiplied by the Weighted Average Funding Share Percentage
     (as calculated on such Distribution Date pursuant to Clause 8.3(c) above)
     rather than the Current Funding Share Percentage. The remainder of such
     Losses shall be allocated to the Seller.


                                       33
<PAGE>

12.2 All losses sustained during a Trust Calculation Period on Personal Secured
     Loans forming part of the Trust Property shall be applied to reduce the
     Seller Share of the Trust Property (including, for the avoidance of doubt,
     that portion of the Seller Share which represents the Minimum Seller Share)
     on the Distribution Date immediately succeeding such Trust Calculation
     Period until the Seller Share is zero and thereafter shall be applied to
     reduce the Funding Share of the Trust Property.

13.  Overpayments

13.1 Non-Flexible Mortgage Loans: The Mortgages Trustee shall not distribute to
     the Beneficiaries any Overpayment in respect of any Non-Flexible Mortgage
     Loan which does not constitute a Capital Payment until the first
     Distribution Date following 31st December of the year in which such
     Overpayment is received, save to the extent that any such Overpayment by a
     Borrower is applied in reduction of an Underpayment by such Borrower in
     respect of such Mortgage Loan prior to such date. Any such Overpayment
     shall be retained in the Mortgages Trustee GIC Account and the Cash Manager
     will maintain a separate ledger to record its receipt and subsequent
     payment from time to time. Where any such Overpayment has been made in
     error the Cash Manager and/or the Administrator will be authorised to
     refund the amount of such Overpayment to the relevant Borrower at any time
     prior to 31st December of the year in which such Overpayment was made.

13.2 Flexible Mortgage Loans: Overpayments in respect of any Flexible Mortgage
     Loan (including the amount of any Together Connections Benefit applied to
     the related Together Connections Mortgage Loans or any Connections Benefit
     applied to the related Connections Mortgage Loans) will not be retained in
     the Mortgages Trustee GIC Account but will be distributed to the
     Beneficiaries on the immediately succeeding Distribution Date as Principal
     Receipts.


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<PAGE>

14.  Arrears

     The aggregate Current Balance of the Mortgage Loans in the Mortgages Trust
     will be increased at any time by the amount in which the Mortgage Loans
     that have been sold and assigned to the Mortgages Trust are in arrears and
     those arrears have been capitalised. Such increase shall be allocated to
     the Beneficiaries at any time in proportion to their respective percentage
     shares in the Trust Property as determined in respect of the Trust
     Calculation Period or Interim Calculation Period, as the case may be, in
     which the arrears occur.

15.  Ledgers

     The Mortgages Trustee shall maintain, or shall procure that the Cash
     Manager shall maintain, the following Mortgages Trustee Ledgers:

     (a)  the Principal Ledger, which shall record (i) all receipts of Principal
          Receipts and distribution of the same to Funding and the Seller and
          (ii) any Mortgages Trustee Retained Principal Receipts;

     (b)  the Revenue Ledger, which shall record all receipts of Revenue
          Receipts and distribution of the same in accordance with this Deed;

     (c)  the Losses Ledger, which shall record Losses in relation to the
          Mortgage Loans;

     (d)  the Funding Share/Seller Share Ledger which shall record the Funding
          Share, the Seller Share of the Trust Property, the Funding Share
          Percentage and the Seller Share Percentage;

     (e)  the Overpayments Ledger; which shall be divided into sub ledgers to
          record (i) Overpayments on Non-Flexible Mortgage Loans received into
          and paid out of the Mortgages Trustee GIC Account from time to time
          and (ii) Overpayments on Flexible Mortgage Loans;

     (f)  the Non-Flexible Underpayments Ledger; which shall record
          Underpayments on Non-Flexible Mortgage Loans from time to time;

     (g)  the Re-Draw Ledger, which shall be divided into sub ledgers to record
          (i) Cash Re-Draws made in respect of Flexible Mortgage Loans and (ii)
          Non-Cash Re-Draws made in respect of Flexible Mortgage Loans;


                                       35
<PAGE>

     (h)  the Contributions Ledger, which will be divided into sub ledgers to
          record (i) the making by Funding of Contributions to the Mortgages
          Trust, (ii) the making by the Seller of Contributions to the Mortgages
          Trust and the application of such Contributions by the Mortgages
          Trustee in payment to the Seller of (a) amounts of Initial Purchase
          Price for the sale of any New Mortgage Portfolio which is acquired by
          the Mortgages Trustee from the Seller under the provisions of the
          Mortgage Sale Agreement or (b) amounts of Deferred Purchase Price in
          accordance with the Mortgage Sale Agreement or (c) any Initial
          Consideration in accordance with this Deed; and

     (i)  the Further Draw Ledger, which shall record all Further Draws in
          relation to Personal Secured Loans.

16.  Fees and Expenses of the Mortgages Trustee

16.1 Remuneration: The Mortgages Trustee shall be entitled to charge and be
     remunerated for the work undertaken by it as trustee of the trusts created
     by this Deed. The remuneration shall be on such terms (if any) as the
     Mortgages Trustee may from time to time agree with the Beneficiaries in
     writing.

16.2 Expenses and Liabilities: Each Beneficiary shall indemnify the Mortgages
     Trustee from time to time with such regularity as is reasonably agreed
     between the parties, in respect of the Funding Share and the Seller Share,
     respectively, of the documentable costs, expenses and/or liabilities
     directly and properly incurred by the Mortgages Trustee in performing its
     obligations hereunder or otherwise in acting as trustee in accordance with
     the terms of this Deed and the other Transaction Documents to which the
     Mortgages Trustee is a party inclusive (if applicable) of any amounts in
     respect of Irrecoverable VAT incurred in respect of such costs and
     expenses.

17.  Directions from Beneficiaries

17.1 Administration Agreement and Cash Management Agreement: On the Initial
     Closing Date the Mortgages Trustee shall enter into the Administration
     Agreement and the Cash Management Agreement.

17.2 Directions from Beneficiaries: Subject to Clause 17.3 (No Breach) below,
     the Mortgages Trustee covenants with the Beneficiaries that the Mortgages
     Trustee shall take all necessary steps and do everything which both Funding
     and the Seller (acting together) may reasonably


                                       36
<PAGE>

     request or direct it to do in order to give effect to the terms of this
     Deed or the other Transaction Documents to which the Mortgages Trustee is a
     party; provided that at any time after the Funding Share has been reduced
     to zero the Mortgages Trustee shall not be required to act at the direction
     of both Funding and the Seller (acting together) and shall instead act in
     accordance with any direction given solely by the Seller.

17.3 No breach: Each of Funding and the Seller covenant with each other and with
     the Mortgage Trustee that neither shall direct or request the Mortgages
     Trustee to do any act or thing which breaches the terms of, or is otherwise
     expressly dealt with (such that the Mortgages Trustee has no discretion)
     under any of the Transaction Documents.

17.4 No requirement to act: The Mortgages Trustee will not be bound and shall
     have no power to take any proceedings, actions or steps under or in
     connection with any of this Deed or the other Transaction Documents to
     which it is a party unless:

     (a)  it shall have been directed to do so by the Beneficiaries or it is
          required to do so under any express provision of this Deed or the
          other Transaction Documents (but subject to Clause 17.2 (Directions
          from Beneficiaries) in respect of conflict of directions); and

     (b)  it shall have been indemnified to its satisfaction against all
          liabilities, proceedings, claims and demands to which it may be or
          become liable and all costs, charges and expenses which may be
          incurred by it in connection therewith and the terms of such indemnity
          may include the provision of a fighting fund, non-recourse loan or
          other similar arrangement.

17.5 Covenant of the Mortgages Trustee: Subject to Clause 17.2 (Directions from
     Beneficiaries) the Mortgages Trustee covenants with each of the Seller and
     Funding to exercise all of its rights arising under or in respect of the
     Trust Property (including without limitation any rights of enforcement) for
     the benefit of and on behalf of the Beneficiaries.


                                       37
<PAGE>

18.  Early Termination of the Mortgages Trust

     Prior to its termination in accordance with Clause 26 (Termination),
     provided that all amounts due from Funding to the Funding Secured Creditors
     have been repaid in full and the Funding Share of the Trust Property has
     been reduced to zero, the Mortgages Trust constituted by this Deed may be
     terminated at the option of the Seller, following a request in writing by
     the Seller to the Mortgages Trustee (which shall be copied to Funding and
     the Cash Manager) at any time on or after the date on which all of the
     Intercompany Loans have been repaid in full or there is no further claim
     under any Intercompany Loan or such other date as may be agreed in writing
     between the Mortgages Trustee, Funding and the Seller.

19.  Audit of Mortgage Loans constituting the Trust Property

     If the long term, unsecured, unguaranteed and unsubordinated debt
     obligations of the Seller fall below A3 by Moody's then, if required by
     Moody's, the Beneficiaries shall appoint a firm of independent auditors
     (approved by the Rating Agencies) to determine whether the Mortgage Loans
     and their Related Security (or any part of them) constituting the Trust
     Property complied with the representations and warranties set out in
     Schedule 1 (Representations and Warranties) of the Mortgage Sale Agreement
     as at the date such Mortgage Loans were sold and assigned to the Mortgages
     Trustee. The costs of such independent auditors shall be borne by the
     Beneficiaries pro rata according to their respective current percentage
     shares in the Trust Property.

20.  Transfers

20.1 Funding shall not assign: Subject to the right of Funding to assign by way
     of security its right, title, benefit and interest in the Trust Property
     and/or under this Deed to the Security Trustee under the Funding Deed of
     Charge and subject to the right of the Security Trustee or a Receiver to
     sell the Funding Share of the Trust Property and/or such right and interest
     under this Deed following the service of an Intercompany Loan Enforcement
     Notice (which right is hereby conferred), Funding covenants with the Seller
     that it shall not, and shall not purport to, sell, assign, transfer,
     convey, charge, declare a trust over, create any beneficial interest in, or
     otherwise dispose of the Funding Share in the Trust Property, or any of
     Funding's rights, title, interest or benefit in any of the Mortgage
     Portfolio or the Trust Property.

20.2 Seller shall not assign: The Seller covenants with Funding that it shall
     not, and shall not purport to, sell, assign, transfer, convey, charge,
     declare a trust over, create any beneficial interest in, or otherwise
     dispose of the Seller Share in the Trust Property or any of the Seller's


                                       38
<PAGE>

     rights, title, interest or benefit in the Trust Property, other than
     pursuant to the Transaction Documents.

21.  Representations and Covenants

21.1 Representations: On the date hereof, each of the parties to this Deed makes
     the representations and warranties set out in Schedule 1 (Representation
     and Warranties) to this Deed to each of the other parties hereto.

21.2 Covenants of the Mortgages Trustee: Save with the prior written consent of
     or at the direction of the Beneficiaries or as provided in or envisaged by
     this Deed and/or the other Transaction Documents, the Mortgages Trustee
     shall not, so long as it is acting as Mortgages Trustee hereunder:

     (a)  Negative Pledge: create or permit to subsist any mortgage, standard
          security, pledge, lien, charge or other security interest whatsoever
          (unless arising by operation of law), upon the whole or any part of
          its assets (including any uncalled capital) or its undertakings
          (present or future) or (to the extent that it is within the control of
          the Mortgages Trustee) upon the whole or any part of the Trust
          Property;

     (b)  Disposal: transfer, sell, lend, part with or otherwise dispose of, or
          deal with, or grant any option or present or future right to acquire
          any of its assets or undertakings or (to the extent that it is within
          the control of the Mortgages Trustee) the Trust Property or any
          interest, estate, right, title or benefit therein or thereto or agree
          or attempt or purport to do so;

     (c)  Equitable Interest: knowingly permit any person other than the
          Beneficiaries to have any equitable or beneficial interest in any of
          its assets or undertakings or (to the extent that it is within the
          control of the Mortgages Trustee) the Trust Property or any interest,
          estate, right, title or benefit therein;

     (d)  Bank Accounts: have an interest in any bank account, other than as set
          out in the Transaction Documents.

     (e)  Restrictions on Activities: carry on any business other than as
          described in this Deed and the Transaction Documents;

     (f)  Borrowings: incur any indebtedness in respect of borrowed money
          whatsoever or give any guarantee or indemnity in respect of any such
          indebtedness;


                                       39
<PAGE>

     (g)  Merger: consolidate or merge with any other person or convey or
          transfer its properties or assets substantially or as an entirety to
          any other person;

     (h)  Premises or Employees: have any premises or employees or subsidiaries;
          or

     (i)  Further shares: issue any further shares;

     (j)  United States activities: engage in any activities in the United
          States (directly or through agents) or derive any income from United
          States sources as determined under United States income tax principles
          or hold any property if doing so would cause it to be engaged or
          deemed to be engaged in a trade or business within the United States
          as determined under United States tax principles;

     (k)  Conduct of affairs: take any management decisions or direct the
          conduct of its affairs in any Member State of the European Union,
          including holding any board meetings in any Member State of the
          European Union.

22.  Power to Delegate

22.1 Power to delegate: Subject to Clause 22.2 (No further appointments), the
     Mortgages Trustee may (notwithstanding any rule of law or equity to the
     contrary) delegate (revocably or irrevocably and for a limited or unlimited
     period of time) the performance of all or any of its obligations and the
     exercise of all or any of its powers under this Deed or imposed or
     conferred on it by law or otherwise to any person or body of persons
     fluctuating in number selected by it and any such delegation may be by
     power of attorney or in such other manner as the Mortgages Trustee may
     think fit and may be made upon such terms and conditions (including the
     power to sub-delegate) as the Mortgages Trustee may think fit.

22.2 No further appointments: Notwithstanding the provisions of Clause 22.1
     (Power to delegate), the Mortgages Trustee shall not appoint any agent,
     attorney or other delegate having power to act in respect of the Trust
     Property unless it is directed in writing to do so by the Beneficiaries.
     The appointment of any agent, attorney or other delegate hereunder above
     shall terminate immediately upon the occurrence of a Trigger Event.

23.  Powers of Investment

     The Mortgages Trustee may invest, and may appoint the Cash Manager to
     invest on its behalf, any amounts standing to the credit of the Mortgages
     Trustee Transaction Account in Authorised Investments. Save as expressly
     provided in this Deed, the Mortgages Trustee


                                       40
<PAGE>

     Guaranteed Investment Contract and the Bank Account Agreement, the
     Mortgages Trustee shall have no further or other powers of investment with
     respect to the Trust Property and (to the extent permitted by applicable
     law) the Trustee Act 2000 shall not nor shall any other provision relating
     to trustee powers of investment implied by statute or general law shall
     apply to the Mortgages Trust.

24.  Other Provisions regarding the Mortgages Trustee

24.1 No action to impair Trust Property: Except for actions expressly authorised
     by this Deed, the Mortgages Trustee shall take no action reasonably likely
     to impair the interests of the Beneficiaries in any Trust Property now
     existing or hereafter created or to impair the value of any Mortgage Loan
     or its Related Security subject to the Mortgages Trust.

24.2 Litigation: The Mortgages Trustee must not prosecute or defend any legal or
     other proceedings anywhere in the world (at the cost of the Trust Property)
     unless it obtains legal or other advice that it is in the interests of the
     Beneficiaries to do so.

24.3 No Implied Duties: The duties and obligations of the Mortgages Trustee
     under the Mortgages Trust shall be determined solely by the express
     provisions of this Deed (but without prejudice to the duties and
     obligations of the Mortgages Trustee under any of the other Transaction
     Documents). The Mortgages Trustee shall not be liable under this Deed
     except for the performance of such duties and obligations as shall be
     specifically set forth in this Deed. No implied covenants or obligations
     shall be read into this Deed against the Mortgages Trustee, and the
     permissible right of the Mortgages Trustee to do things set out in this
     Deed shall not be construed as a duty.

24.4 No Liability: Neither the Mortgages Trustee, Funding (in its capacity as a
     Beneficiary hereunder) nor the Seller (in its capacity as a Beneficiary
     hereunder) shall be liable to each other, in the absence of wilful default,
     gross negligence or breach of the terms of this Deed, in respect of any
     loss or damage which arises out of the exercise or attempted or purported
     exercise or failure to exercise any of their respective powers.

24.5 Reliance on Certificates: The Mortgages Trustee may rely on and shall be
     protected in acting on, or in refraining from acting in accordance with,
     any resolution, officer's certificate, certificate of auditors or any other
     certificate, statement, instrument, opinion, report, notice, request,
     consent, order, appraisal, bond or other paper or document believed by it
     to be genuine and to have been signed or presented to it pursuant to the
     Transaction Documents by the proper party or parties.


                                       41
<PAGE>

24.6 Reliance on Third Parties: The Mortgages Trustee may, in relation to these
     presents, act on the opinion or advice of or a certificate or any
     information obtained from any lawyer, banker, valuer, broker, accountant,
     financial adviser, securities dealer, merchant bank, computer consultant or
     other expert in the United Kingdom or elsewhere and shall not, provided
     that it shall not have acted fraudulently or in breach of any of the
     provisions of the Transaction Documents, be responsible for any loss
     occasioned by so acting. Any such opinion, advice, certificate or
     information may be sent or obtained by letter, telemessage, telex, cable or
     facsimile device and the Mortgages Trustee shall not be liable for acting
     on any opinion, advice, certificate or information purporting to be so
     conveyed although the same shall contain some error or shall not be
     authentic, provided that such error or lack of authenticity shall not be
     manifest.

24.7 MIG Policies: The Mortgages Trustee is not required to maintain any MIG
     Policy with the then-current insurer and may contract for mortgage
     indemnity guarantee protection from any insurer then providing MIG
     insurance policies, subject to prior agreement with the Rating Agencies and
     confirmation that the then-current ratings by the Rating Agencies (or any
     of them) of the Notes issued by any Issuer would not be adversely affected.

25.  No retirement of Mortgages Trustee

25.1 No Retirement: The Mortgages Trustee shall not, and shall not purport to,
     retire as the trustee of the Mortgages Trust or appoint any additional
     trustee of the Mortgages Trust and shall have no power to retire or appoint
     any additional trustee under the Trustee Act 1925 or otherwise.

25.2 No Replacement: Neither the Seller nor Funding shall at any time remove or
     purport to remove and/or replace the Mortgages Trustee as the trustee of
     the Mortgages Trust.

25.3 No Termination: Prior to the payment by Funding of all amounts owing under
     the Intercompany Loan Agreements and under the Transaction Documents,
     neither the Seller nor Funding shall at any time, except in accordance with
     the provisions of Clause 18 (Early Termination of the Mortgages Trust) and
     Clause 26 (Termination), terminate or purport to terminate the Mortgages
     Trust and, in particular, but without prejudice to the generality of the
     foregoing, the Seller and Funding shall not in reliance on their absolute
     beneficial interests in the Trust Property call for the transfer to them or
     vesting in them of the legal estate in all or any part of the Trust
     Property.


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<PAGE>

26.  Termination

     Subject to Clause 18 (Early Termination of the Mortgages Trust), the
     Mortgages Trust hereby constituted shall terminate upon the date upon which
     the Trust Property is zero.

27.  Further Assurances

     The parties agree that they will co-operate fully to do all such further
     acts and things and execute any further documents as may be necessary or
     desirable to give full effect to the arrangements contemplated by this
     Deed.

28.  No Partnership or Agency

     Nothing in this Deed shall be taken to constitute or create a partnership
     between any of the parties to this Deed or to make or appoint the Seller
     the agent of Funding (or vice versa).

29.  Calculations

     In the absence of manifest error, any determination or calculation by or on
     behalf of the Mortgages Trustee in connection with the provisions of this
     Deed shall be deemed to be conclusive.

30.  Confidentiality

30.1 General Obligation of Confidentiality: Unless otherwise required by
     applicable law, and subject to Clause 30.2 (Exceptions) below, each of the
     parties agrees to maintain the confidentiality of this Deed in its
     communications with third parties and otherwise. None of the parties shall
     disclose to any person any information relating to the business, finances
     or other matters of a confidential nature of or relating to any other party
     to this Deed or any of the Transaction Documents which it may have obtained
     as a result of having entered into this Deed or otherwise.

30.2 Exceptions: The provisions of Clause 30.1 (General Obligation of
     Confidentiality) above shall not apply:

     (a)  to the disclosure of any information to any person who is a party to
          any of the Transaction Documents as expressly permitted by the
          Transaction Documents;

     (b)  to the disclosure of any information which is or becomes public
          knowledge otherwise than as a result of the wrongful conduct of the
          recipient;


                                       43
<PAGE>

     (c)  to the extent that the recipient is required to disclose the same
          pursuant to any law or order of any court or pursuant to any direction
          or requirement (whether or not having the force of law) of any central
          bank or any governmental or other regulatory or Taxation authority;

     (d)  to the disclosure of any information to professional advisers who
          receive the same under a duty of confidentiality;

     (e)  to the disclosure of any information with the consent of the parties
          hereto;

     (f)  to the disclosure to the Rating Agencies or any of them of such
          information as may be requested by any of them for the purposes of
          setting or reviewing the rating assigned to the Notes (or any of
          them), provided that no information which would disclose the identity
          of a Borrower shall be disclosed to the Rating Agencies or any of
          them;

     (g)  to the disclosure of any information disclosed to a prospective
          assignee of Funding (provided that it is disclosed on the basis that
          the recipient will hold it confidential); or

     (h)  to any disclosure for the purposes of collecting in or enforcing the
          Trust Property or any of it.

31.  Perpetuity Period

     The perpetuity period for the purposes of this Mortgages Trust Deed shall
     be the period of 80 years commencing on the date hereof.

32.  Non Petition Covenant; Limited Recourse

32.1 Non Petition Covenant: Each of the parties hereto hereby agrees that it
     shall not institute against either Funding or the Mortgages Trustee any
     winding-up, administration, insolvency or similar proceedings so long as
     any sum is outstanding under any Intercompany Loan Agreement of any Issuer
     or for two years plus one day since the last day on which any such sum was
     outstanding.

32.2 Limited Recourse: Each of the parties hereto agrees that:

     (a)  in relation to the Mortgages Trustee, any amount payable by the
          Mortgages Trustee to any other party to this Deed under this Deed not
          being an amount payable out of the Trust Property in accordance with
          the terms of this Deed shall only be payable to the



                                       44
<PAGE>

     extent that on that date the Mortgages Trustee has sufficient funds to pay
     such amount out of fees paid to it under this Deed; and

(b)  in relation to Funding:

     (i)  only the Security Trustee may enforce the security created in favour
          of the Security Trustee under the Funding Deed of Charge in accordance
          with the provisions thereof;

     (ii) notwithstanding any other provision of this Deed or any other
          Transaction Document, no sum due or owing to any party to this Deed
          from or by Funding under this Deed shall be payable by Funding except
          to the extent that Funding has sufficient funds available or
          (following enforcement of the Funding Security) the Security Trustee
          has realised sufficient funds from the Funding Security to pay such
          sum subject to and in accordance with the relevant Funding Priority of
          Payments and provided that all liabilities of Funding required to be
          paid in priority thereto or pari passu therewith pursuant to such
          Funding Priority of Payments have been paid, discharged and/or
          otherwise provided for in full; and

     (iii) it shall not take any steps for the purpose of recovering any amount
           payable by Funding or enforcing any rights arising out of this Deed
           against Funding otherwise than in accordance with the Funding Deed of
           Charge.

32.3 Corporate Obligations: To the extent permitted by law, no recourse under
     any obligation, covenant, or agreement of any person contained in this Deed
     shall be had against any shareholder, officer or director of such person as
     such, by the enforcement of any assessment or by any legal proceeding, by
     virtue of any statute or otherwise; it being expressly agreed and
     understood that this Deed is a corporate obligation of each person
     expressed to be a party hereto and no personal liability shall attach to or
     be incurred by the shareholders, officers, agents or directors of such
     person as such, or any of them, under or by reason of any of the
     obligations, covenants or agreements of such person contained in this Deed,
     or implied therefrom, and that any and all personal liability for breaches
     by such person of any of such obligations, covenants or agreements, either
     under any applicable law or by statute or constitution, of every such
     shareholder, officer, agent or director is hereby expressly waived by each
     person expressed to be a party hereto as a condition of and consideration
     for the execution of this Deed.


                                       45
<PAGE>

33.  Amendments and Waiver

33.1 Entire Agreement: This Deed sets out the entire agreement and understanding
     between the parties with respect to the subject matter of this Deed
     superseding all prior oral or written understandings other than the other
     Transaction Documents.

33.2 Amendments and Waiver: No amendment or waiver of any provision of this Deed
     nor consent to any departure by any of the parties therefrom shall in any
     event be effective unless the same shall be in writing and signed by each
     of the parties hereto. In the case of a waiver or consent, such waiver or
     consent shall be effective only in the specific instance and as against the
     party or parties giving it for the specific purpose for which it is given.

33.3 Rights cumulative: The respective rights of each of the parties to this
     Deed are cumulative and may be exercised as often as they consider
     appropriate. No failure on the part of any party to exercise, and no delay
     in exercising, any right hereunder shall operate as a waiver thereof, nor
     shall any single or partial exercise of any such right preclude any other
     or further exercise thereof or the exercise of any other right. The
     remedies in this Deed are cumulative and not exclusive of any remedies
     provided by law.

34.  Notices

     Any notices or other communication or document to be given or delivered
     pursuant to this Deed to any of the parties hereto shall be sufficiently
     served if sent by prepaid first class post, by hand or by facsimile
     transmission and shall be deemed to be given (in the case of facsimile
     transmission) when despatched or (where delivered by hand) on the day of
     delivery if delivered before 17.00 hours on a London Business Day or on the
     next London Business Day if delivered thereafter or (in the case of first
     class post) when it would be received in the ordinary course of the post
     and shall be sent:

     (a)  in the case of the Seller, to Northern Rock plc, Northern Rock House,
          Gosforth, Newcastle upon Tyne NE3 4PL (facsimile number 0191 213 2203)
          for the attention of the Group Secretary;

     (b)  in the case of the Mortgages Trustee, to Granite Finance Trustees
          Limited, 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel
          Islands (facsimile number 01534-609333) for the attention of the
          Company Secretary (with a copy to the Seller in accordance with (a)
          above);


                                       46
<PAGE>

     (c)  in the case of Funding, to Granite Finance Funding Limited 69 Park
          Lane, Croydon, CR9 1TQ (facsimile number 020 8409 8911) for the
          attention of the Company Secretary (with a copy to the Seller in
          accordance with (a) above);

     (d)  in the case of the Security Trustee, to The Bank of New York, 48th
          Floor, One Canada Square, London E14 5AL (facsimile number 020 7964
          6399) for the attention of the Global Structured Finance (Corporate
          Trust);

     (e)  in the case of the Fitch Ratings Ltd, to Fitch Ratings Ltd, Eldon
          House, 2 Eldon Street, London EC2M 7UA (facsimile number 020 7417
          6262) for the attention of European Structured Finance Surveillance;

     (f)  in the case of Moody's, to Moody's, 1st Floor, 2 Minster Court,
          Mincing Lane, London EC3R 7XB (facsimile number 020 7772 5400) for the
          attention of Head of Monitoring Group, Structured Finance (with a copy
          to the Seller in accordance with (a) above);

     (g)  in the case of Standard & Poor's, to Standard & Poor's, 20 Cannon
          Square, Canary Wharf, London E14 5LH (facsimile number 020 7826 3598)
          for the attention of Structured Finance Surveillance Group (with a
          copy to the Seller in accordance with (a) above),

     or to such other address or facsimile number or for the attention of such
     other person or entity as may from time to time be notified by any party to
     the others by fifteen days prior written notice in accordance with the
     provisions of this Clause 34.

35.  Third Party Rights

     A person who is not a party to this Deed may not enforce any of its terms
     under the Contracts (Rights of Third Parties) Act 1999, but this shall not
     affect any right or remedy of a third party which exists or is available
     apart from that Act.

36.  Execution in Counterparts; Severability

36.1 Counterparts: This Deed may be executed in any number of counterparts
     (manually or by facsimile) and by different parties hereto in separate
     counterparts, each of which when so executed shall be deemed to be an
     original and all of which when taken together shall constitute one and the
     same instrument.

36.2 Severability: Where any provision in or obligation under this Deed shall be
     invalid, illegal or


                                       47
<PAGE>

     unenforceable in any jurisdiction, the validity, legality and
     enforceability of the remaining provisions or obligations under this Deed,
     or of such provision or obligation in any other jurisdiction, shall not be
     affected or impaired thereby.

37.  Governing Law and Submission to Jurisdiction

37.1 Governing Law: This Deed is governed by, and shall be construed in
     accordance with, English law.

37.2 Submission to Jurisdiction: Each of the parties hereto irrevocably agrees
     that the courts of England shall have jurisdiction to hear and determine
     any suit, action or proceeding, and to settle any disputes, which may arise
     out of or in connection with this Deed and, for such purposes, irrevocably
     submits to the jurisdiction of such courts.

37.3 Process Agent: The Mortgages Trustee irrevocably and unconditionally
     appoints Mourant & Co. Capital (SPV) Limited at 69 Park Lane, Croydon CR9
     1TQ or otherwise at its registered office for the time being as its agent
     for service of process in England in respect of any proceedings in respect
     of this Agreement and undertakes that in the event of Mourant & Co. Capital
     (SPV) Limited ceasing so to act it will appoint another person with a
     registered office in London as its agent for service of process.

37.4 Forum: Each of the parties hereto irrevocably waives any objection
     which it might now or hereafter have to the courts of England being
     nominated as the forum to hear and determine any Proceedings and to
     settle any disputes, and agrees not to claim that any such court is not
     a convenient or appropriate forum.



                                       48
<PAGE>


                                   SCHEDULE 1
                         REPRESENTATIONS AND WARRANTIES

1.   Status: It is duly incorporated and registered under the laws of the
     jurisdiction in which it is incorporated, capable of being sued in its own
     right and not subject to any immunity from any proceedings, and it has the
     power to own its property and assets and to carry on its business as it is
     being conducted.

2.   Powers and authority: It has the power to enter into, perform and deliver,
     and has taken all necessary corporate and other action to authorise the
     execution, delivery and performance by it of each of the Transaction
     Documents to which it is or will be a party, and each such Transaction
     Document has been duly executed and delivered by it.

3.   Legal validity: Each Transaction Document to which it is or will be a party
     constitutes or when executed in accordance with its terms will constitute
     its legal, valid and binding obligation.

4.   Non-conflict: The execution by it of each of the Transaction Documents to
     which it is a party and the exercise by it of its rights and the
     performance of its obligations under such Transaction Documents will not:

     (a)  conflict with any document which is binding upon it or any of its
          assets;

     (b)  conflict with its constitutional documents; or

     (c)  conflict with any law, regulation or official or judicial order of any
          government, governmental body or court, domestic or foreign, having
          jurisdiction over it.

5.   No litigation: It is not a party to any material litigation, arbitration or
     administrative proceedings and, to its knowledge, no material litigation,
     arbitration or administrative proceedings are pending or threatened against
     it.

6.   Consents and Licences: All governmental consents, licences and other
     approvals and authorisations required in connection with the entry into,
     performance, validity and enforceability of, and the transactions
     contemplated by, the Transaction Documents have been obtained or effected
     (as appropriate) and are in full force and effect.


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